ENGLAND captain Owen Farrell has lost his fly-half spot and has to make do with playing at inside centre against Italy.
Boss Eddie Jones has given George Ford the responsibility to get England's mis-firing attack going against the Six Nations whipping boys.
Centre Ollie Lawrence has been axed altogether, after only being given the ball ONCE in the defeat to Scotland.
Jones has gone back to the same backline that only just managed to beat France's third team in the Autumn Nations Cup final - as Henry Slade keeps his outside centre spot.
In the pack Mako Vunipola, Luke Cowan-Dickie and Kyle Sinckler all start in the front row, with Courtney Lawes in at flanker.
Wasps star Jack Willis comes onto the bench, as does Charlie Ewels, with Mark Wilson and Beno Obano also dropped.
Jones said: “As always, we’ve picked what we think is our strongest 23 to try and win the game.
“We’re pleased to have Mako and Kyle back into the team and we’ve made some changes to our starting XV, but our finishers are just as important to our game plan. We look at the whole 80 minutes.
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“We’ve trained very well this week, I’ve been very pleased with the players’ attitudes and work-rate.
“We’re hoping to put on a good performance on Saturday and kick on with our Guinness Six Nations campaign.”