Mathew Tait is in at full back, Tom Varndell starts on the wing, Jamie Noon comes in at centre while young Harlequins scrumhalf Danny Care gets his first start at scrum half. In the pack, Wasps loosehead prop Tim Payne replaces Andrew Sheridan, out with a cut eye. New Zealand coach Graham Henry will give centre Richard Kahui and wing Rudi Wulf their All Black debuts, while blindside flanker Adam Thomson makes his first start and full-back Leon MacDonald comes in for Mils Muliaina.