The USA have made 13 changes to the starting line-up that lost to South Africa on 7 October for Sunday's showdown with Japan at Kingsholm.
The 13 changes are one short of a team record as the Eagles made 14 changes to their starting line-up on two occasions at RWC 2011.
Only Samu Manoa and Zach Test retain their place in the starting line-up.
Chris Wyles is back to captain the side and with his 11th World Cup appearance, Wyles will equal the USA team record held by Mike MacDonald.
Wyles has recorded 28 career RWC points and any score by him will place him outright second in Eagles history, behind Mike Hercus and his 77 points registered in World Cup matches.
All players in the current US squad have seen action at RWC 2015, but none of them have played in all 240 minutes of their current World Cup campaign.
USA: 15 Chris Wyles (c), 14 Takudzwa Ngwenya, 13 Seamus Kelly, 12 Thretton Palamo, 11 Zach Test, 10 AJ MacGinty, 9 Mike Petri, 8 Samu Manoa, 7 Andrew Durutalo, 6 Al McFarland, 5 Greg Peterson, 4 Hayden Smith, 3 Titi Lamositele, 2 Zach Fenoglio, 1 Eric Fry.
Replacements: 16 Phil Thiel, 17 Oli Kilifi, 18 Chris Baumann, 19 Cam Dolan, 20 John Quill, 21 Danny Barrett, 22 Niku Kruger, 23 Folau Niua.
Date: Sunday, October 11
Venue: Kingsholm, Gloucester
Kick-off: 20:00 local
Referee: Glen Jackson (New Zealand)
Assistant referees: John Lacey (Ireland), Federico Anselmi (Argentina)
Television match official: Shaun Veldsman (South Africa)