England coach Stuart Lancaster will make at least four changes for Saturday's clash with South Africa at Twickenham.
Flanker Tom Johnson, No.8 Tom Waldrom and wing Charlie Sharples have all been dropped from the 23-man matchday squad having started in England's 20-14 defeat to Australia.
Harlequins loosehead Joe Marler has been ruled out with a knee ligament injury, opening the way for London Irish star Alex Corbisiero to return after overcoming a knee injury of his own.
Wasps' James Haskell and Gloucester No.8 Ben Morgan have both been included in the squad for the first time this autumn, replacing Waldrom and Johnson.
London Irish centre Jonathan Joseph has taken Sharples' place in the match-day squad after recovering from an ankle injury.
Lancaster, who will confirm his starting XV on Thursday, said: "We have made some changes this week to freshen up the squad before the challenge of South Africa.
"Unfortunately that means one or two players miss out who were in the match day squad against Australia.
"But they have all added value with their contributions in training and the games and I am sure they will be looking to play well for their clubs and force their way back in.
"The changes however give opportunities to those who have been pushing hard and we feel will add energy and balance to the team ahead of the significant South African challenge."
Mouritz Botha has been added to the squad as provisional injury cover for Geoff Parling, who is nursing a knee problem but the England medics expect him to be fit.
Backs: Ashton, Barritt, Brown, Care, Farrell, Flood, Goode, Joseph, Tuilagi, B Youngs
Forwards: Botha, Corbisiero, Cole, Haskell, Launchbury, Morgan, Paice, Palmer, Parling, Robshaw (capt), Vunipola, Wilson, Wood, T Youngs
Who will win between England and SA?