Manu Tuilagi starts his first game for England on the right wing as one of five changes made by head coach, Stuart Lancaster.
With 15 new players available from Premiership finalists Northampton Saints and Saracens, head coach Stuart Lancaster makes four changes to his back division. Luther Burrell starts at number13 alongside Billy Twelvetrees, who has recovered from an end of season ankle injury to resume their Six Nations partnership.
Scrum-half Danny Care has also recovered from the shoulder injury which ruled him out of the 20-15 first Test defeat at Eden Park and plays alongside fly-half Owen Farrell, replacing benched Ben Youngs and Freddie Burns.
Marland Yarde switches wings to the left in the overhauled backline to accommodate Tuliagi - England's most effective carrier in the defeat in Auckland - on the other flank. Centre Kyle Eastmond and wing Jonny May drop out of the match day 23.
There is only one change in the starting pack; Tom Wood replacing James Haskell at blindside flanker. Hooker Rob Webber, lock Geoff Parling and Ben Morgan keep their shirts despite the notable presences of Dylan Hartley, Courtney Lawes and Billy Vunipola, who all come onto the bench.
Uncapped tight-head prop Kieran Brookes makes his first appearance on the bench too, replacing Henry Thomas.
"It's been evident in training all along just how intense competition for places is but especially now we have the guys who arrived at the end of last week," said Lancaster.
"We knew selection for this Test was always going to be extra tough with the players who played at Eden Park putting their hands up and those who watched from the stands.
"We believe that this is a team which can level the series in Dunedin but we are also conscious that there are two Tests and a significant game against the Crusaders left on this tour and we will use those opportunities to test the whole squad.
"Kyle, James, Jonny, Ben and Freddie did a great job and deserve a huge amount of credit and now the pressure is on those now starting and coming on to the bench to raise the bar even higher.
"Manu played all his England age-grade rugby on the wing and has trained well there for us so we are confident that he can bring his skill set to that position.
"We're also delighted that Kieran Brookes has the opportunity to win his first cap off the bench as yet another example of someone coming through our Under 20 programme into the senior team."
England: 15 Mike Brown, 14 Manu Tuilagi, 13 Luther Burrell, 12 Billy Twelvetrees, 11 Marland Yarde, 10 Owen Farrell, 9 Danny Care, 8 Ben Morgan, 7 Chris Robshaw (c), 6 Tom Wood, 5 Geoff Parling, 4 Joe Launchbury, 3 David Wilson, 2 Rob Webber, 1 Joe Marler
Replacements: 16 Dylan Hartley, 17 Matt Mullan, 18 Kieran Brookes, 19 Courtney Lawes, 20 Billy Vunipola, 21 Ben Youngs, 22 Freddie Burns, 23 Chris Ashton
Date: Saturday 14th June
Venue: Forsyth Barr Stadium, Dunedin
Kick-off: 1935 local, 0835 BST
Referee: Jaco Peyper (SA)
Assistant referee: Nigel Owens (Wales), Jérôme Garcès (France)
Television match official: George Ayoub (Australia)