Sam Burgess will make his first World Cup start as England go for power in their crucial Pool A clash with Wales at Twickenham.
The rugby league convert replaces the injured Jonathan Joseph in midfield, with Brad Barritt shifting to outside centre to accommodate him.
Burgess is one of three changes to the England team, with Owen Farrell also replacing George Ford at fly-half.
The final change sees Billy Vunipola replace the injured Ben Morgan at number eight while on the bench James Haskell and Alex Goode will make their first appearances of the tournament.
England kicked off their campaign with a bonus-point success against Fiji, while Wales did the same against Uruguay.
With Australia also in the pool, this clash will be vital in the battle for a place in the quarter-finals, with England having won the last meeting between the sides, in Cardiff during the Six Nations back in February.
England: 15 Mike Brown, 14 Anthony Watson, 13 Brad Barritt, 12 Sam Burgess, 11 Jonny May, 10 Owen Farrell, 9 Ben Youngs, 8 Billy Vunipola, 7 Chris Robshaw (c), 6 Tom Wood, 5 Courtney Lawes, 4 Geoff Parling, 3 Dan Cole, 2 Tom Youngs, 1 Joe Marler
Replacements: 16 Rob Webber, 17 Mako Vunipola, 18 Kieran Brookes, 19 Joe Launchbury, 20 James Haskell, 21 Richard Wigglesworth, 22 George Ford, 23 Alex Goode
Date: Saturday, 26 September
Venue: Twickenham Stadium, London
Kick-off: 20:00 local (19:00 GMT)
Referee: Jérôme Garcès (France)
Assistant Referees: Romain Poite (France), Mathieu Raynal (France)
TMO: Shaun Veldsman (South Africa)