Auckland - Captain Alastair Kellock returned to the Scotland line-up as one of six changes made by coach Andy Robinson on Thursday for their must-win Rugby World Cup Pool B clash against old rivals England at Eden Park on Saturday.
Kellock was dropped for the 13-12 defeat by Argentina but returns to lead the side in the match Scotland need to win and stop England claiming bonus points from to have a chance of qualifying for the quarter-finals.
Prop Euan Murray is also named after missing the Argentina loss as he does not play matches on Sundays because of his religious beliefs.
Loose forward Richie Vernon starts at number eight with Kelly Brown making way, while scrumhalf Mike Blair takes over from Rory Lawson.
In the backs, wing Simon Danielli gets a start along with centre Joe Ansbro while fullback Chris Paterson is named to play in his 15th World Cup match, a Scottish record.
15 Chris Paterson, 14 Max Evans, 13 Joe Ansbro, 12 Sean Lamont, 11 Simon Danielli, 10 Ruaridh Jackson, 9 Mike Blair, 8 Richie Vernon, 7 John Barclay, 6 Ally Strokosch, 5 Alastair Kellock (captain), 4 Richie Gray, 3 Euan Murray, 2 Ross Ford, 1 Allan Jacobsen
Substitutes: 16 Scott Lawson, 17 Alasdair Dickinson, 18 Nathan Hines, 19 Ross Rennie, 20 Chris Cusiter, 21 Dan Parks, 22 Nick de Luca
15 Ben Foden, 14 Chris Ashton, 13 Manu Tuilagi, 12 Mike Tindall, 11 Delon Armitage, 10 Jonny Wilkinson, 9 Ben Youngs, 8 James Haskell, 7 Lewis Moody (captain), 6 Tom Croft, 5 Courtney Lawes, 4 Louis Deacon, 3 Dan Cole, 2 Steve Thompson, 1 Matt Stevens
Substitutes: 16 Dylan Hartley, 17 Alex Corbisiero, 18 Tom Palmer, 19 Nick Easter, 20 Richard Wigglesworth, 21 Toby Flood, 22 Matt Banahan