Number eight Sam Simmonds and scrum-half Jack van Poortvliet will start for a much-changed England against Japan at Twickenham on Saturday.
South Africa-born David Ribbans makes his debut at lock, replacing Northampton team-mate Alex Coles.
Manu Tuilagi drops to the bench, with Leicester's Guy Porter coming in at outside centre.
Wing Jonny May will start in place of Joe Cokanasiga, only 22 days after dislocating an elbow on club duty.
Hooker Jamie George, who has recovered from the foot injury that was expected to rule him out of all the autumn Tests, is included on the bench.
England suffered a shock 30-29 defeat by Argentina in their opening autumn Test on Sunday.
"We've worked hard this week to improve on last week's performance," said head coach Eddie Jones, who coached Japan from 2012 before taking the England job.
"We've made a few changes to the side as we play these four games in November - in particular with Manu, we are balancing his workload.
"Japan are a very good and intriguing side. They play a unique type of rugby based on continuity and team cohesion and we'll have to be at our best against them at Twickenham on Saturday."
The match will be only the third meeting between to the teams, with England winning 60-7 in 1987 and 35-15 in 2018.
Japan have produced some impressive performances in defeat this year, finishing within a converted score of France and New Zealand in their past two outings.
Simmonds returns to starting line-up
Simmonds, who missed the summer tour of Australia with a hip problem, will start for England for the first time since the Six Nations defeat in France in March.
There will be an onus on him to take on ball-carrying duties, with Billy Vunipola and Coles, who made the most metres of any England forward against the Pumas, dropped to the bench.
Van Poortvliet is rewarded for an enterprising second-half cameo against Argentina, which included a try within 30 seconds of his introduction.
Ribbans, now 27, moved to Northampton from Western Province in 2017 and qualifies for England through his grandfather, who settled in South Africa after emigrating from London.
Japan's team contain several of the stars who reached the country's first World Cup quarter-final in 2019, with wing Kotaro Matsushima and back-row duo Michael Leith and Kazuki Himeno among the starters.
England: Steward; Nowell, Porter, Farrell (capt), May; Smith, Van Poortvliet; Genge, Cowan-Dickie, Sinckler, Ribbans, Hill, Itoje, Curry, Simmonds.
Replacements: George, M Vunipola, Heyes, Coles, B Vunipola, Youngs, Slade, Tuilagi.
Japan: Yamanaka; Matsushima, Riley, Nakamura, Van den Heever; Yamasawa, Nagare; Inagaki, Sakate (c), Gu, Dearns, Cornelsen, Leith, Himeno, Tatafu.
Replacements: Norikoshi, Millar, Kizu, Van der Walt, Labuschagne, Saito, Lee, Fifita.