Jonathan Joseph has returned from injury to start for England in Saturday's crucial Rugby World Cup Pool A match against Australia.
The centre replaces Sam Burgess, who drops to the bench, in one of three changes made by Stuart Lancaster from Saturday's defeat to Wales.
Elsewhere, forwards Joe Launchbury and Ben Morgan come in for the injured duo of Courtney Lawes and Billy Vunipola.
Scrum-half Ben Youngs is fit to start after suffering an injury scare, while Owen Farrell continues ahead of George Ford at fly-half.
Lancaster's opposite number, Michael Cheika, earlier announced his starting XV, making a total of 14 changes to the side that cruised past Uruguay.
England: Marler, T. Youngs, Cole; Launchbury, Parling; T. Wood, Robshaw; Morgan; Youngs, Farrell, May, Barritt, Joseph, Watson, Brown
Replacements: Webber, M. Vunipola, Brookes, Kruis, Easter, Wigglesworth, Ford, Burgess
Pascal Lemesre
