Tom Wood will captain a youthful England squad featuring 11 uncapped players for the fixture against the Barbarians and the summer tour of Uruguay and Argentina, head coach Stuart Lancaster has announced.
The Northampton flanker will take over the leadership reins after Lancaster decided to rest a handful of front-line players, including his captain Chris Robshaw.
Chris Ashton, Danny Care, Toby Flood and Brad Barritt have also been given the chance to recharge their batteries ahead of an intense two-year build-up to the 2015 Rugby World Cup.
Wing trio Christian Wade, Jonny May and Marland Yarde will give England exciting firepower out wide while Lancaster will run the rule over Bath's Kyle Eastmond and Saracens' Joel Tomkins in the hope of increasing his midfield options.
Up front, Lancaster should finally get a chance to give loose forwards Calum Clark and Billy Vunipola a taste of Test match rugby while lock Ed Slater, flanker Matt Kvesic, prop Henry Thomas and hooker Rob Buchanan have all been rewarded for outstanding club seasons.
There are recalls to the senior England fold for Bath lock Dave Attwood and hooker Rob Webber, Northampton prop Paul Doran-Jones, Saracens scrum-half Richard Wigglesworth and Worcester flanker Tom Johnson after his season was curtailed by injury.
Gloucester's Freddie Burns will travel as first-choice fly-half, with Alex Goode his back-up, while Lee Dickson and Wigglesworth will compete for the scrum-half jersey.
Wood was the obvious candidate to take over the captaincy, having been close to the honour when it was first given to Robshaw at the start of 2012.
England squad - Forwards: D Attwood (Bath), R Buchanan (Harlequins), C Clark (Northampton), A Corbisiero (London Irish), P Doran-Jones (Northampton), T Johnson (Exeter), M Kvesic (Worcester), J Launchbury (Wasps), C Lawes (Northampton), J Marler (Harlequins), B Morgan (Gloucester), D Paice (London Irish), E Slater (Leicester), H Thomas (Sale Sharks), B Vunipola (Wasps), R Webber (Bath), D Wilson (Bath), T Wood (Northampton, capt).
Backs: M Brown (Harlequins), F Burns (Gloucester), L Dickson (Northampton), K Eastmond (Bath), B Foden (Northampton), A Goode (Saracens), J Joseph (London Irish), J May (Gloucester), D Strettle (Saracens), J Tomkins (Saracens) B Twelvetrees (Gloucester), C Wade (Wasps), R Wigglesworth (Saracens), M Yarde (London Irish).