Scrum-half Danny Care is an injury doubt ahead of Saturday's first Test against New Zealand in Auckland.
The Harlequins number nine has been named in the starting line-up for the Eden Park clash but he jarred his shoulder when he suffered an accidental fall in training and will be given until Thursday night to prove his fitness.
If he is ruled out, Ben Youngs will start and a jet-lagged Lee Dickson will be named on the bench, just three days after landing in New Zealand.
Freddie Burns will line up at fly-half, having been given the nod ahead of Danny Cipriani and, with Billy Twelvetrees injured, Kyle Eastmond will start at inside-centre.
Rob Webber has been passed fit to play at hooker while Geoff Parling has been preferred to Dave Attwood at lock and he will line up next to Joe Launchbury in the second row.
In the back row, James Haskell will make his first England appearance for over a year alongside skipper Chris Robshaw and Ben Morgan.
Head coach Stuart Lancaster said: "Danny is a concern and I'll give him until the captain's run on Friday.
"At the moment we're hoping he'll be fine for the game but it's meant I've had to put Lee Dickson on stand-by. It's not ideal but needs must."
Eastmond is a convert from rugby league and impressed during last summer's tour to Argentina, where he won both of his caps, but he has not played for Bath since 27 April.
"Kyle didn't get picked towards the end of the season but he was exceptional in Argentina and every time he's trained with us," said Lancaster. "We've seen huge potential in him.
"The partnership of him and Manu Tuilagi has looked promising in training. Freddie (Burns) has been training well so, as a midfield partnership, it's nicely balanced.
"It's still got that ball playing 12 that I prefer to have and someone to distribute and make good decisions, and it's got the power runners as well.
"Clearly we need to give Kyle the licence to do what he does best and that's put people through holes, but also encourage him to take on players himself as he's a genuine running threat and a passing threat.
"It's certainly a big challenge we're facing, but there'll be no excuses because the side we've got is an experienced and good one.
"I certainly think we need to earn the respect of the All Blacks, not just as a group of players but as a nation, and that will only happen at the end of the third Test. This is an important start."
England team: 15 Brown, 14 Yarde, 13 Tuilagi, 12 Eastmond, 11 May, 10 Burns, 9 Care; 1 Marler, 2 Webber, 3 Wilson, 4 Launchbury, 5 Parling, 6 Haskell, 7 Robshaw (capt), 8 Morgan
Replacements: 16 Gray, 17 Mullan, 18 Thomas, 19 Attwood, 20 Johnson, 21 Youngs, 22 Cipriani, 23 Pennell
Watch England take on New Zealand in the first Test live from 10am this Saturday on Sky Sports 1