England have made three changes and Scotland six to their starting line-ups for their crucial World Cup Group B match in Auckland on Saturday.
For England, Delon Armitage replaces Mark Cueto on the left wing with Matt Stevens and Courtney Lawes also picked.
Scotland, who must win for a realistic hope of advancing, recall captain Alastair Kellock at lock and Euan Murray at tight-head prop.
Richie Vernon, Mike Blair, Simon Danielli and Joe Ansbro are also in.
Jim Hamilton, Geoff Cross, Kelly Brown, Rory Lawson, Graeme Morrison and Nick De Luca are the players to make way, while a further positional change sees Sean Lamont move from wing to inside centre.
The England changes, despite the dropping of Cueto who scored a hat-trick as England beat Romania 67-3 in their previous match, had been widely predicted.
Stevens replaces Alex Corbisieroto at loose-head prop having recovered from injury and Lawes takes Tom Palmer's place in the second row after serving a two-match ban.
"We thought Courtney was playing very well," said manager Martin Johnson. "He hasn't played for two weeks but we are confident he will come and perform for us."
Of the decision to pick Armitage over Cueto - who drops out of the 22 - Johnson added: "We've said all the way through if Delon's playing well and with form he's a Test player.
"Mark's injury was a factor [he had a back problem earlier in the tournament]. He's probably a game short of being back to where he should be."
However, while England need only a losing bonus point to be all-but certain of progressing, Scotland need a clear victory to guarantee their own place in the quarter-finals, a requirement reflected in coach Andy Robinson's selection.
Kellock was omitted from the team to play Argentina, despite being named tournament captain in August, and comes in for Hamilton, who has been struggling with a knee injury.
Now scrum-half Lawson, the captain against Georgia and Argentina, must face up to being outside the matchday 22, with Blair preferred ahead of the Gloucester number nine and Chris Cusiter on the bench.
"It is important to have a running threat at nine," explained head coach Andy Robinson. "We felt Rory moved the ball around well in the games he has played but Mike, and Chris coming off the bench, actually add that running threat. In the way we want to ask questions of England, we need that at nine."
Vernon replaces Brown at number eight and Murray, who performed well against Georgia, is back in for Cross in the front row after being unavailable for last Sunday's match in Wellington because of his religious beliefs.
Behind the scrum Lamont switches from the wing to inside centre, while Danielli takes Lamont's place on the wing, with Ansbro joining the Scarlets back in the midfield.
The permutations for the match are complex but if Scotland lose by more than seven points - hence failing to gain a losing bonus point - they are out of the World Cup.
However Robinson insisted they would still have to play a patient game, adding: "We can't go on the pitch and chase the game, we've got to build ourselves into the game.
"We're not playing Argentina, we're playing England. It's a completely different game.
"We've got to get the scoreboard moving right at the start of the game, but play what's in front of us and not get concerned about the scoreboard."
The meeting will be the first time in 129 matches and 140 years the teams have played on neutral soil.
England team: B Foden; C Ashton, M Tuilagi, M Tindall, D Armitage; J Wilkinson, B Youngs; M Stevens, S Thompson, D Cole, L Deacon, C Lawes, T Croft, L Moody (capt), J Haskell.
Replacements: D Hartley, A Corbisiero, T Palmer, N Easter, R Wigglesworth, T Flood, M Banahan.
Scotland team: C Paterson; M Evans, J Ansbro, S Lamont, S Danielli; R Jackson, M Blair; A Jacobsen, R Ford, E Murray, R Gray, A Kellock (capt), A Strokosch , J Barclay, R Vernon.
Replacements: S Lawson, A Dickinson, N Hines, R Rennie, C Cusiter, D Parks, N De Luca.