England women's head coach Gary Street has rung the changes for Tuesday's second Test against world champions New Zealand at Waikato Stadium in Hamilton, kick off 8am BST.
Street has made ten changes, three positional, to his side's starting line-up following a disappointing 29-10 first Test defeat at Eden Park on Saturday, which saw England lose their first game in seven matches to the Black Ferns.
Lichfield's Sarah Hunter will once again captain the side but moves to flanker with club and country teammate Harriet Millar-Mills starting her first game of the series at No. 8.
Also in the pack, Vicky Fleetwood and Laura Keates start in the front row while Emily Braund is given the nod at lock.
In the backs, Emily Scarratt moves to centre with Kay Wilson going to fullback, providing England with a new winger combination of Michaela Staniford and Fran Matthews for this clash. Natasha Hunt also starts at scrum-half.
Street, whose side are looking for their first win on New Zealand soil since 2001 to square the series ahead of Saturday's final Test match in Pukekohe, said: "We've got the chance to freshen up the match-day squad for Tuesday and we have got players chomping at the bit to start.
"We've now got another couple of days of training under our belts and we hope we can iron out the mistakes from Saturday's game. We will definitely be looking to play a full 80 minutes of rugby this time.
"Obviously this is a hugely important game as we look to try and square the series but at the same time the bigger picture is that this tour is about building towards the 2014 Rugby World Cup which is where we will be judged.
"Playing in New Zealand against the Black Ferns is a tremendous learning experience for our players as we look to 12 months' time."
England: 15 Kay Wilson, 14 Francesca Matthews, 13 Emily Scarratt, 12 Rachael Burford, 11 Michaela Staniford, 10 Katy Mclean, 9 Natasha Hunt, 8 Harriet Millar-Mills, 7 Marlie Packer, 6 Sarah Hunter, 5 Emily Braund, 4 Joanne McGilchrist, 3 Sophie Hemming, 2 Victoria Fleetwood, 1 Laura Keates.
Replacements:16 Emma Croker, 17 Kate Newton, 18 Rochelle Clark, 19 Tamara Taylor, 20 Alexandra Matthews, 21 La Toya Mason, 22 Ceri Large, 23 Sally Tuson.