James Mortimer 25.May.2012Getty Images
The Barbarians earlier this week named a strong outfit with five former All Blacks in their starting XV, and England coach Stuart Lancaster has said they were focused on a "very important" game - although the fixture will be a non-cap international.
London Wasps try machine Christian Wade, who has scored nine five-pointers in 15 matches in the Aviva Premiership, gets his chance alongside a host of regulars.
Ben Foden, Chris Ashton, Brad Barritt, Owen Farrell, Charlie Hodgson feature in the back division.
Eleven players from the 2012 England Six Nations squad feature, with a powerful pack also unveiled by Lancaster.
Dylan Hartley and Mouritz Botha, who started against Ireland, are in the run on team, while Phil Dowson is handed the captain's armband.
Lancaster said his troops were ready for the match, while players taking part in this weekend's Aviva Premiership Final would not feature.
"The players have been excellent this week and have been fully focussed as we are looking to build on the momentum of the Six Nations. This is a really important milestone in our preparation for South Africa," he said.
"With the Leicester and Harlequins players unavailable it's a great opportunity for those other players involved in the Six Nations to lead the way.
"Some of the younger players have a chance to put a marker down and get their first taste of international rugby such as Christian Wade on the wing, Joe Launchbury, Alex Goode and Jonathan Joseph on the bench.
"Being able to name a back line very similar to the Six Nations and the strength we have in the forwards with the likes of Tom Johnson and Carl Fearns, who played in this game last year, is a real positive.
England: 15 Ben Foden, 14 Chris Ashton, 13 Brad Barritt, 12 Owen Farrell, 11 Christian Wade, 10 Charlie Hodgson, 9 Lee Dickson, 8 Phil Dowson (captain), 7 Carl Fearns, 6 Tom Johnson, 5 Tom Palmer, 4 Mouritz Botha, 3 Paul Doran Jones, 2 Dylan Hartley, 1 Matt Stevens.
Replacements: 16 Lee Mears, 17 Matt Mullan, 18 Joe Launchbury, 19 Jamie Gibson, 20 Richard Wigglesworth, 21 Jonathan Joseph, 22 Alex Goode.