England Women have made 11 changes, two positional, for Tuesday's second match of a three-Test series against world champions New Zealand in Aldershot.
Only six players - Michaela Staniford, Emily Scarratt, Alice Richardson, Natasha Hunt, Tamara Taylor and captain Sarah Hunter - remain as starters.
Scarratt switches from centre to full-back, while Richardson moves to fly-half with Katy McLean on the bench.
England came from 13-3 down to win 16-13 in the first Test on Friday.
Tuesday's clash at Aldershot's Army Rugby Stadium (19:30 GMT) will also see the Matthews sisters, wing Francesca and flanker Alexandra, start their first Test together, the third set of sisters to do so for England.
Rosemarie Crowley, Emma Croker and Sophie Hemming, who all came on as replacements in the first encounter, form a new front row, while lock Emily Braund and flanker Hannah Gallagher also come into the side.
Wasps scrum-half La Toya Mason has also been called on to the bench after an injury to Georgina Gulliver.
"With three games in eight days, the key is to keep our players fresh, as these matches are going to take their toll both physically and mentally," said head coach Gary Street, whose starting line-up still boasts 380 caps.
New Zealand have made only two changes to their starting side, with Hazel Tubic taking over from Halie Hurring on the right wing and Karina Stowers replacing Ruth McKay at hooker.
Coach Brian Evans said it was important to give the team another chance to gel, after their first Test defeat.
"Obviously everyone was disappointed to let England take that game, but they've all picked themselves up, and the team has trained exceptionally well," he said. "They are looking forward to the second Test."
The third and final Test of the series is at Twickenham on Saturday, 1 December, with a 17:00 kick-off after the men's match between the two countries.
England team: Emily Scarratt (Lichfield), Francesca Matthews (Richmond), Joanne Watmore (Worcester), Amber Reed (Bristol), Michaela Staniford (Wasps); Alice Richardson (Richmond); Natasha Hunt (Lichfield); Rosemarie Crowley (Lichfield), Emma Croker (Richmond), Sophie Hemming (Bristol), Tamara Taylor (Lichfield), Emily Braund (Lichfield), Alexandra Matthews (Richmond), Hannah Gallagher (Saracens), Sarah Hunter (capt - Lichfield).
Replacements: Victoria Fleetwood (Lichfield), Rochelle Clark (Worcester), Laura Keates (Worcester), Rowena Burnfield (Richmond), Marlie Packer (Bristol), La Toya Mason (Wasps), Ceri Large (Bristol), Katy McLean (Darlington Mowden Park Sharks),
New Zealand: Selica Winiata, Hazel Tubic, Claire Richardson, Kelly Brazier, Shakira Baker, Kendra Cocksedge, Emma Jensen; Karina Stowers, Fiao'o Faamausili (capt), Kathleen Wilton, Eloise Blackwell, Rawinia Everitt, Aroha Savage, Justine Lavea, Casey Robertson.
Replacements: Ruth McKay, Stephanie TeOhaere-Fox, Aleisha Nelson, Jackie Patea, Lydia Crossman, Zoey Berry, Teresa Te Tamaki, Halie Hurring.