Johannesburg - Harlequins lock George Robson was appointed captain of a completely changed England team on Monday for the midweek match against South Africa's Southern Barbarians.
The uncapped Robson takes over from club team-mate and Test skipper Chris Robshaw as part of the wholesale changes made for the game in Kimberley following the defeat in the first Test against the Springboks on Saturday.
"George has had a tremendous season for Harlequins, has made a great contribution to this tour already, both in training and as part of the leadership group, and I know he will captain the team well," coach Stuart Lancaster said.
"Every one of the 22 is desperate to play. They have trained superbly and their attitude while waiting for their chance has been first class. There is a lot of competition for places across the board and Wednesday gives these players a chance to lay down a marker."
Lancaster also picked Danny Care at scrumhalf, giving the Harlequins No 9 a chance to prove himself again after he was dropped for the Six Nations because of a failed drunk-driving test.
None of the players who were involved in the 22-17 loss in Durban in the series opener were included in the starting XV. Only replacements Lee Dickson and Tom Palmer were kept from the Test 22.
Charlie Hodgson was picked at flyhalf and James Haskell - who has been playing for the Highlanders in the Super Rugby competition this season - was picked at flanker.
Leicester's Thomas Waldrom will start at No 8, with Carl Fearns of Bath in the No 7 jersey against a Barbarians team made up of players from the Vodacom Cup competition.
David Strettle has a chance to reclaim his Test spot after being picked on the right wing, with Christian Wade on the left wing. Anthony Allen and Jordan Turner-Hall are the centres.
Nick Abendanon, who joined the squad as a replacement for injured fullback Mike Brown, went straight onto the bench.
England were still counting the cost of the bruising clash with the Springboks after Brown was ruled out of the remainder of the tour and centre Brad Barritt was sidelined for the second Test.
England's Rugby Football Union said Brown would return home after a fracture and ligament damage to his right thumb. The South African-born Barritt had surgery on a lacerated left eyeball following the Kings Park game and will miss the second Test in Johannesburg this weekend.
Lancaster said he is hopeful that Barritt - a key player and defensive organiser in England's midfield - would be available for the third Test in Port Elizabeth on June 23.
South Africa also reinforced their squad ahead of the second Test at Coca-Cola Park by calling in utility back Gio Aplon and prop Dean Greyling as cover for fullback Zane Kirchner and Coenie Oosthuizen.
Kirchner was replaced at halftime against England with a knee injury, while front-rower Oosthuizen had a stiff nick. Kirchner would not be considered for the second test, the South African Rugby Union said, although both players would remain with the squad.
A decision on Oosthuizen's availability would be made in the week.
SA Barbarians (South):
15-Jacquin Jansen (Boland); 14-Cornal Hendricks (Boland), 13-Kempie Rautenbach (SWD), 12-Wayne Stevens (EP Kings, captain), 11-Norman Nelson (EP Kings); 10-Elgar Watts (Boland), 9-Boela Abrahams (EP Kings), 8-Jacques Engelbrecht (EP Kings), 7-Shaun Raubenheimer (SWD), 6-Mpho Mbiyozo (EP Kings), 5-David Bulbring (EP Kings), 4-Nolan Clark (Boland), 3-Ross Geldenhuys (Boland), 2-Hannes Franklin (EP Kings), 1-Corne Fourie (Pumas).
Substitutes: 16-Clemen Lewis (Boland), 17-Dean Hopp (SWD), 18-Samora Fihlani (Border), 19-Zandre Jordaan (Boland), 20-Ntando Kebe (Border), 21-Ricardo Croy (Boland), 22-Ntabeni Dukisa (Border).
15-Alex Goode; 14-David Strettle, 13-Anthony Allen, 12-Jordan Turner-Hall, 11-Christian Wade; 10-Charlie Hodgson, 9-Danny Care; 8-Thomas Waldrom, 7-Carl Fearns, 6-James Haskell; 5-George Robson (captain), 4-Graham Kitchener; 3-Paul Doran Jones, 2-Joe Gray, 1-Matt Mullan
Substitutes: 16-Tom Youngs, 17-Rupert Harden, 18-Tom Palmer, 19-Jamie Gibson, 20-Lee Dickson, 21-George Lowe, 22-Nick Abendanon