England head coach Steve Borthwick has dropped Marcus Smith and selected Owen Farrell to start at fly-half against Italy in the Six Nations on Sunday.
Borthwick has moved his captain from inside centre, where he played in the defeat against Scotland.
Ollie Lawrence partners Henry Slade in a totally new centre partnership, with Joe Marchant not in the 23.
Jack Willis replaces Ben Curry in the back row while London Irish wing Henry Arundell is among the replacements.
England: Steward; Malins, Slade, Lawrence, Hassell-Collins; Farrell (c), Van Poortvliet; Genge, George, Sinckler; Itoje, Chessum; Ludlam, Willis, Dombrandt
Replacements: Walker, M Vunipola, Cole, Isiekwe, Earl, Mitchell, M Smith, Arundell
The big decision for Borthwick surrounded who he would choose at fly-half and it is Harlequins' Smith, who has yet to consistently show his club form on the international stage, who has paid the price for last weekend's loss to Scotland.
Exeter's Slade returns from a hip injury to partner the in-form Lawrence, while Marchant - a starter in midfield alongside Farrell last week - is not even a replacement.
The only other change in the starting XV is Willis being named at openside flanker in place of Curry, who like Marchant is left out of the matchday squad altogether.
England are seeking to recover from their opening-round defeat by Scotland and claim the first win of Borthwick's tenure.
"Notwithstanding the disappointment of last weekend's Calcutta Cup result, we know that in a very short space of time positive steps have been taken towards the manner and style in which we want to play," said Borthwick.
"We are at the start of what is a completely new cycle. The implementation of new systems does take time.
"I have selected a team that I believe is best placed to meet the specific challenges that Italy will bring. It is a selection of players whose form, individual strengths and combined qualities suit the way we want to play against Italy."