Gary Street has made 12 changes to the England side ahead of Tuesday's match against Spain in Marcoussis.
England opened up their 2014 Women's Rugby World Cup campaign on Friday with a commanding 65-3 win and Street has opted to shuffle his pack ahead of their next game against Spain, who fell to Canada in the opening round.
Sarah Hunter captains the side and she is joined in the back-row by Marlie Packer and Alexandra Matthews. Claire Purdy, Victoria Fleetwood and Sophie Hemming form the front-row with Joanna McGilchrist and Rebecca Essex packing down in the locks. La Toya Mason starts at scrum-half and takes on the vice-captaincy with Ceri Large joining her in the half-backs.
The back five sees Lydia Thompson, who scored two tries against Samoa, Amber Reed, Claire Allen, Kay Wilson and Danielle Waterman starting.
"Because of the schedule of the World Cup it's key that we rotate our players," Street said. "Having a game every four days is hugely physically and mentally demanding so our strategy is to rotate the squad and keep the players fresh.
"Rotating the squad means Sarah Hunter is captain for this game and she brings a wealth of knowledge to the role. This is a very different looking team to the squad that defeated Samoa but there are still 575 caps shared between our starting XVs so this is by no means an inexperienced team. We have got the depth so we are going to use it.
"It is exciting to bring back Alex Matthews who has been out for a while with injury. She has been outstanding in our training camps over the last couple of months. Alex is a dynamic ball carrier and gives us another huge physical presence in the back-row."
England:
Danielle Waterman (Bristol), Kay Wilson (Bristol), Claire Allan (Richmond), Amber Reed (Bristol), Lydia Thompson (Worcester), Ceri Large (Worcester), La Toya Mason (Wasps) VC, Claire Purdy (Wasps), Victoria Fleetwood (Lichfield), Sophie Hemming (Bristol), 4 Joanna McGilchrist (Wasps), Rebecca Essex (Richmond), Sarah Hunter (Lichfield) C, Marlie Packer (Wasps), Alexandra Matthews (Richmond)
Replacements: Emma Croker (Richmond), Laura Keates (Worcester), Tamara Taylor (Darlington Mowden Park Sharks), Heather Fisher (Worcester), Natasha Hunt (Lichfield), Rachael Burford (Thurrock), Emily Scarratt (Lichfield)