Freddie Burns has been handed the English first five-eighth role over Danny Cipriani for Saturday's test against the All Blacks at Eden Park.
With George Ford missing the tour through injury and first-choice pivot Owen Farrell and fellow Premiership finalist Stephen Myler unavailable after arriving late due to club commitments, the inexperienced Burns will take the reigns in just his fourth test.
British and Irish Lions lock Geoff Parling and midfielder Manu Tuilagi are also included, while there is a return for former Highlanders flanker James Haskell after a 12-month absence.
Bath second-five Kyle Eastmond has been promoted to mark Ma'a Nonu, after Billy Twelvetrees was forced to withdraw with an ankle injury.
Six Nations player of the year Mike Brown takes his spot at fullback to set-up what should be a fascinating battle with Israel Dagg.
The tourists are expected to be missing up to nine front-line players this week, but seven that started against Italy in the final Six Nations fixture are included in the run-on team - captain Chris Robshaw, Brown, halfback Danny Care, lock Joe Launchbury, wing Jonny May, No.8 Ben Morgan and prop David Wilson.
In 12 attempts England have won twice in New Zealand - in 1973 and 2003, when they went on to win the World Cup. The All Blacks are also unbeaten at Eden Park for almost 20 years.
''Billy Twelvetrees is recovering well from his ankle injury and should be available for the second test [in Hamilton] and it's now a good opportunity for Kyle Eastmond to build on what he achieved in Argentina last summer,'' English coach Stuart Lancaster said.
''It's great to welcome back Geoff Parling and James Haskell who have a lot of experience and equally it's a fantastic opportunity for Joe Gray and Chris Pennell, who have really impressed in training, should they come off the bench for their first caps.
''We've had lots of messages of support and I am sure the players will be giving their all at the start of this three test series.''
England: Mike Brown, Marland Yarde, Manusamoa Tuilagi, Kyle Eastmond, Jonny May, Freddie Burns, Danny Care, Ben Morgan, Chris Robshaw (c), James Haskell, Geoff Parling, Joe Launchbury, David Wilson, Rob Webber, Joe Marler Reserves: Matt Mullan, Joe Gray, Henry Thomas, Dave Attwood, Tom Johnson, Ben Youngs, Danny Cipriani, Chris Pennell.
Has Wallabies coach Ewen McKenzie done the right thing by resigning?