Veteran lock Brad Thorn will lead the Barbarians against England on Sunday in the second match of their Spring tour.
Baa-baas head coach Robbie Deans has made 11 changes to the invitation team that beat Ireland 22-21 at Thomond Park on Thursday night.
40-year-old Thorn, who is playing his final game before retiring, was a World Cup winner with New Zealand in 2011 and forms a new second row partnership with Samu Manoa in a starting line-up that totals 388 international caps from seven different nations.
England’s Ugo Monye (Harlequins) also makes his final appearance in the professional game against his former international team-mates.
The Barbarians – celebrating their 125th anniversary this season – can also call on the leading try scorers in the Top 14 and the Premiership in the shape of Toulon wing David Smith and Exeter Chiefs number eight Thomas Waldrom.
And Australia flanker George Smith, who joins Wasps next season, will bring his vast 111-cap experience to the back row battle.
"It’s a privilege to lead the Barbarians against England at Twickenham,” said Thorn.
“Playing for the club is an honour and the boys did the shirt proud with the commitment and skill they showed to beat a good Ireland team earlier in the week.
“We know England have some exciting talent in their side with plenty to play for in the build-up to the World Cup but we have high standards and want to give them a real test.”
Barbarians: 15 Gio Aplon, 14 David Smith, 13 Joe Rokocoko, 12 Wynand Olivier, 11 Ugo Monye, 10 Tusi Pisi, 9 Tomas Cubelli, 8 Thomas Waldrom, 7 George Smith, 6 George Whitelock, 5 Brad Thorn (c), 4 Samu Manoa, 3 Matias Diaz, 2 David Ward, 1 Saimone Taumoepeau.
Replacements: 16 Deon Fourie, 17 Roberto Tejerizo, 18 Adam Jones, 19 Nathan Hines, 20 Pablo Matera, 21 Ruan Pienaar, 22 Stephen Brett, 23 Yoshi Fujita.
Date: Sunday, May 31
Venue: Twickenham Stadium
Kick-off: 15:00 local (14:00 GMT)
Referee: George Clancy
Assistant referees: Luke Pearce, Shaun Dix
TMO: Sean Davey