Auckland - An already under-strength England suffered a further setback on the eve of the first Test against the All Blacks when their most experienced back Danny Care was ruled out on Friday through injury.
England coach Stuart Lancaster said the 47-Test scrum-half failed a fitness Test after falling awkwardly and damaging a shoulder at training during the week.
He elevated Ben Youngs to the starting line up, with Lee Dickson - who only joined the side mid-week after playing in the England Premiership final last weekend - rushed on to the bench.
"Danny is getting there but we won't take any risks and we need every player to be 100 percent," Lancaster said.
"Ben Youngs is one of our most experienced players. He has played against the All Blacks three times and is raring to go."
Revised England: 15 Mike Brown, 14 Marland Yarde, 13 Manu Tuilagi, 12 Kyle Eastmond, 11 Jonny May, 10 Freddie Burns, 9 Ben Youngs, 8 Ben Morgan, 7 Chris Robshaw (captain), 6 James Haskell, 5 Geoff Parling, 4 Joe Launchbury, 3 David Wilson, 2 Rob Webber, 1 Joe Marler
Substitutes: 16 Joe Gray, 17 Matt Mullan, 18 Henry Thomas, 19 Dave Attwood, 20 Tom Johnson, 21 Lee Dickson, 22 Danny Cipriani, 23 Chris Pennell