England scrum-half Danny Care will miss Saturday's Test with New Zealand in Auckland after failing to recover from a shoulder injury.
Care, who sustained the injury at training earlier this week, has been replaced by Ben Youngs whose place on the bench will be taken by Lee Dickson.
Youngs is determined to make an impact against the world champions.
"It's a shame for Danny as I know he has worked hard to be fit for the game," Youngs said.
"But it's a great to be starting against New Zealand at Eden Park and I know with four scrumhalves in the squad there is a massive amount of competition for me to perform for the team and be at the top of my game."
England (Revised): 15 Mike Brown, 14 Marland Yarde, 13 Manu Tuilagi, 12 Kyle Eastmond, 11 Jonny May, 10 Freddie Burns, 9 Ben Youngs, 8 Ben Morgan, 7 Chris Robshaw (c), 6 James Haskell, 5 Geoff Parling, 4 Joe Launchbury, 3 David Wilson, 2 Rob Webber, 1 Joe Marler
Replacements: 16 Joe Gray, 17 Matt Mullan, 18 Henry Thomas, 19 Dave Attwood, 20 Tom Johnson, 21 Lee Dickson, 22 Danny Cipriani, 23 Chris Pennell
Date: Saturday, June 7
Venue: Eden Park, Auckland
Kickoff: 19:35 (local, 07:35 GMT)
Referee: Nigel Owens (Wales)
Assistant Referees: Jaco Peyper (South Africa), Jérôme Garcès (France)
TMO: George Ayoub (Australia)