England have rung the changes for the second game of their World Cup campaign as coach Eddie Jones looks to deal with the short turnaround between matches.
Only five of the players who started Sunday's 35-3 win over Tonga will begin against the USA in Kobe on Thursday, with George Ford captaining the side from fly-half.
There are World Cup debuts for wingers Ruaridh McConnochie and Joe Cokanasiga, as well as centre Piers Francis.
Billy Vunipola starts once again at number eight, with prop Dan Cole winning his 91st cap to go joint-third with Jonny Wilkinson on England's all-time list.
Willi Heinz comes in at scrum-half and George Kruis into the second row, with Owen Farrell among the big names on the bench.
There is no place in the matchday 23 for Henry Slade, who made his return from injury as a replacement against Tonga and appeared to be in some discomfort on the pitch.
Jones said, "We have looked at some players that would benefit not playing in this game, so have kept them out of the 23.
"But it is a great opportunity for another set of players to do the team proud.
"USA are a tough, physical team who are extremely well coached by Gary Gold.
"There are a number of players who our guys know really well and are a team we respect.
"They have prepared two weeks with the Marines for this game so they will be fit, tough and be playing for the pride of their country."
England starting XV: Elliot Daly, Ruaridh McConnochie, Jonathan Joseph, Piers Francis, Joe Cokanasiga, George Ford, Willi Heinz; Joe Marler, Luke Cowan-Dickie, Dan Cole, Joe Launchbury, George Kruis, Tom Curry, Lewis Ludlam, Billy Vunipola.Replacements: Jack Singleton, Ellis Genge, Kyle Sinckler, Courtney Lawes, Mark Wilson, Ben Youngs, Owen Farrell, Anthony Watson.