Freddie Burns will lead England‘s attack after being named at fly-half by Stuart Lancaster to take on New Zealand in Auckland.
The three-Test series against the World Champions start on Saturday and Leicester-bound Burns has been preferred to Danny Cipriani in the playmaking role.
As expected, Kyle Eastmond starts at inside centre with Billy Twelvetrees injured while James Haskell caps off an impressive season with Wasps by starting at blindside.
British and Irish Lion Geoff Parling makes his return in the engine room after missing out during the Six Nations through injury.
Worcester’s full-back Chris Pennell and Harlequins hooker Joe Gray could make their debut if they come off the bench.
Lancaster said: “We’ve had a good week’s training in Auckland and have prepared well and are ready for the massive challenge ahead. It doesn’t get much bigger than playing New Zealand at Eden Park where they haven’t lost in 20 years but those selected know what they have to do.
“Billy Twelvetrees is recovering well from his ankle injury and should be available for the 2nd Test and it’s now a good opportunity for Kyle Eastmond to build on what he achieved in Argentina last summer.
“It’s great to welcome back Geoff Parling and James Haskell who have a lot of experience and equally it’s a fantastic opportunity for Joe Gray and Chris Pennell, who have really impressed in training, should they come off the bench for their first caps.
“We’ve had lots of messages of support and I am sure the players will be giving their all at the start of this three Test series.”
England: Mike Brown (Harlequins), Marland Yarde (London Irish), Manusamoa Tuilagi (Leicester), Kyle Eastmond (Bath), Jonny May (Gloucester); Freddie Burns (Gloucester), Danny Care (Harlequins); Joe Marler (Harlequins), Rob Webber (Bath), David Wilson (Bath); Joe Launchbury (London Wasps), Geoff Parling (Leicester); James Haskell (London Wasps), Chris Robshaw (Harlequins, Capt.), Ben Morgan (Gloucester).
Replacements: Joe Gray (Harlequins), Matt Mullan (London Wasps), Henry Thomas (Sale), Dave Attwood (Bath), Tom Johnson (Exeter), Ben Youngs (Leicester), Danny Cipriani (Sale), Chris Pennell (Worcester).