Prop Joe Marler and flank Tom Johnson will make their England debuts at Kings Park here Saturday in the first of three Tests against South Africa.
Marler replaces Alex Corbisiero at loose-head and Johnson comes in for injured Tom Croft as coach Stuart Lancaster made four personnel changes to the team that walloped Ireland 30-9 three months ago in the Six Nations.
Ben Youngs takes over from Lee Dickson at scrum-half, as he did at Twickenham, and Ben Foden moves from full-back to left wing in place of David Strettle.
Mike Brown, who came on for Foden in the Irish victory that sealed second place behind Wales in the championship, is now the first choice No 15 for the clash of top-four nations with the third-ranked Springboks just above England.
The Red Roses starting line-up includes two South Africa-born players -- inside centre Brad Barritt and lock Mouritz Botha -- while assistant coach Mike Catt is also back in the land of his birth.
Flank Chris Robshaw continues as captain as England strive to continue their redemption after a troubled 2011 Rugby World Cup on and off the field that culminated in a 19-12 quarter-finals loss to eventual runners-up France.
Lancaster was formally appointed coach after Six Nations victories over Scotland, Italy, France and Ireland, and he said Marler and Johnson deserved their opportunities.
"Joe Marler and Tom Johnson had great seasons at their clubs and have worked really hard to get this chance. Both are in great form and have really impressed in training.
"Mike Brown has been outstanding for Harlequins and by moving Ben Foden to the wing we retain his strike power and aerial skills," explained the 42-year-old coach.
"It is competitive in lots of positions, but particularly at scrum-half. We are really pleased with the form of Ben Youngs and he knows our systems well. I am sure Lee will make an impact if he gets a chance from the bench."
"We have made no secret of how tough this series will be, but it is an opportunity we do not fear and with the 22 we have selected, including an experienced bench, I am confident that we can perform."
The second Test will be staged 1800 metres above sea level at Ellis Park in Johannesburg on June 16 and the third a week later at Nelson Mandela Bay Stadium in Port Elizabeth.
England and South Africa drew 3-3 in their first meeting 106 years ago at Crystal Palace in London and the Springboks have won 19 and the Roses 12 of the subsequent Tests.
Mike Brown; Chris Ashton, Manu Tuilagi, Brad Barritt, Ben Foden; Owen Farrell, Ben Youngs; Ben Morgan, Chris Robshaw (capt), Tom Johnson; Geoff Parling, Mouritz Botha; Dan Cole, Dylan Hartley, Joe Marler
Replacements: Lee Mears, Paul Doran Jones, Tom Palmer, Phil Dowson, Lee Dickson, Toby Flood, Jonathan Joseph