England have picked both Toby Flood and Jonny Wilkinson for Saturday's World Cup quarter-final against France.
Flood replaces centre Mike Tindall, who suffered a dead leg against Scotland, while fly-half Wilkinson has shaken off an arm injury.
Mark Cueto returns on the left wing as expected for the suspended Delon Armitage.
James Haskell loses the number eight jersey to Nick Easter, while lock Tom Palmer starts ahead of Courtney Lawes.
Haskell and Lawes both have to settle for a place among the replacements, where veteran Simon Shaw provides another second-row option as manager Martin Johnson opts for five forwards on the bench and only two backs.
"James is particularly unlucky not to start," Johnson admitted. "But it is far more of a 22-man effort on the day than ever before.
"It was a particularly hard call and I said that in front of the team, that he [Haskell] didn't deserve it the way he has played.
"But he will still have a massive impact on the match. Everyone wants to start but your role is no less coming off the bench."
Johnson said Tindall "has been sore all week" and unable to train fully with the team, although the manager hinted that his omission was not entirely down to fitness.
"By Saturday, he would be touch and go, that is part of the equation with Mike, and Toby has played really well," he explained.
"Mike and Manu [Tuilagi] have played well together but this gives us different options on the field. But it is a tough call when you have to leave out guys like Mike."
Flood has played at 12 outside Wilkinson on 15 occasions for England, and Johnson denied starting with both his pivots was a gamble.
"You always put a lot of thought into your selection, no more so than for a World Cup quarter-final," he added.
"It's not a gamble. It's an exciting combination for us. It gives us Toby's kicking game, Toby's passing game. He's a pretty experienced Test player now, 40 plus caps. He's been playing well.
"It does give us some different things that we can do on the field when we play those guys [Flood and Wilkinson]."
France have made two changes to their starting line-up with Nicolas Mas replacing Luc Ducalcon at tighthead prop, while number eight Imanol Harinordoquy starts ahead of Raphael Lakafia.
England team: B Foden (Northampton Saints); C Ashton (Northampton Saints), M Tuilagi (Leicester Tigers), T Flood (Leicester Tigers), M Cueto (Sale Sharks); J Wilkinson (Toulon), B Youngs (Leicester Tigers); M Stevens (Saracens), S Thompson (London Wasps), D Cole (Leicester Tigers), L Deacon (Leicester Tigers), T Palmer (Stade Francais), T Croft (Leicester Tigers), L Moody (Bath Rugby, capt), N Easter (Harlequins). Replacements: D Hartley (Northampton Saints), A Corbisiero (London Irish), C Lawes (Northampton Saints), S Shaw (Unattached), J Haskell (Ricoh Black Rams), R Wigglesworth (Saracens), M Banahan (Bath Rugby).