Harlequins scrum-half Danny Care has been ruled out of England's first Test against New Zealand on Saturday after jarring his shoulder in training.
Ben Youngs will replace Care to form a half-back partnership with Leicester team-mate Freddie Burns.
Northampton's Lee Dickson is promoted to the bench just three days after arriving in New Zealand.
England will be significantly below strength because of a combination of injuries and scheduling issues.
The latter is caused by the game being played only a week after the Premiership final, with England boss Stuart Lancaster unable to call on 13 players who featured in Northampton's dramatic win over Saracens.
Lancaster fields a fourth-choice midfield of Burns and Kyle Eastmond, while Rob Webber, James Haskell and Geoff Parling all come into the pack.
There are two uncapped players on the bench in Worcester full-back Chris Pennell and Harlequins hooker Joe Gray, while Sale fly-half Danny Cipriani is in an England match-day squad for the first time in six years.
Care will resume training on Monday or Tuesday, and is expected to be fit to start the second Test in Dunedin on 14 June.
England assistant coach Andy Farrell said he "burst out laughing" when Care fell in training, only later realising the severity of the injury.
"It was Danny's own fault," Farrell said. "It was a rubbish kick. He stubbed his foot on the floor and missed the ball completely.
"He fell over and hurt his shoulder. It was absolutely hilarious. I've got it on tape. I showed it to all the lads the next day.
"But it wasn't quite as good two days later when he wasn't playing in the Test match."
New Zealand are unbeaten at Eden Park since 1994 but coach Steve Hansen is not underestimating a weakened England side that has a combined total of just 367 caps, compared to 968 for the home side.
"There's been a lot of talk in the media about this being a poor England side, but they've all played internationals in the last 12 months," Hansen said.
Hansen has recalled number eight Jerome Kaino, 31, in place of Kieran Read, who has been ruled out with concussion, while Aaron Cruden has been preferred at fly-half despite an injury-hit season.
England: Mike Brown (Harlequins); Marland Yarde (London Irish), Manu Tuilagi, (Leicester Tigers), Kyle Eastmond (Bath), Jonny May (Gloucester); Freddie Burns (Leicester Tigers), Ben Youngs (Leicester Tigers); Joe Marler (Harlequins), Rob Webber (Bath), David Wilson (Bath); Joe Launchbury (London Wasps), Geoff Parling (Leicester Tigers); James Haskell (Wasps), Chris Robshaw (Harlequins, capt), Ben Morgan (Gloucester).
Replacements: Joe Gray (Harlequins), Matt Mullan (London Wasps), Henry Thomas (Sale Sharks), Dave Attwood (Bath), Tom Johnson (Exeter Chiefs), Lee Dickson (Northampton), Danny Cipriani (Sale Sharks), Chris Pennell (Worcester).
New Zealand: Israel Dagg; Ben Smith, Conrad Smith, Ma'a Nonu, Cory Jane, Aaron Cruden, Aaron Smith; Jerome Kaino, Richie McCaw (captain), Liam Messam, Sam Whitelock, Brodie Retallick, Owen Franks, Dane Coles, Tony Woodcock.
Replacements: Keven Mealamu, Wyatt Crockett, Charlie Faumuina, Patrick Tuipulotu, Victor Vito, TJ Perenara, Beauden Barrett, Malakai Fekitoa.