England coach Stuart Lancaster has made several changes to his side to take on the Springboks, in the final leg of their South African tour, in Port Elizabeth on Saturday.
Dylan Hartley will lead England after Chris Robshaw was ruled out with a cracked thumb. Robshaw has been replaced by James Haskell.
Ben Youngs will also miss the Test, having sustained a shoulder injury in England's 36-27 defeat to the Springboks at Coca-Cola Park.
Meanwhile, Alex Goode will get his first start at senior level, as Ben Foden reverts to the wing. There are recalls for scrumhalf Danny Care and Alex Corbisiero, who displaces Joe Marler.
Lancaster has opted to omit Ben Morgan, Mouritz Botha and David Strettle from the starting XV, with Tom Palmer and Thomas Waldrom both handed starting berths for England.
Phil Dowson and Brad Barritt, who were both ruled out of the second Test with a hamstring twinge and lacerated eyeball respectively, return to the bench.
England Head Coach Stuart Lancaster said: "I am really pleased for Alex. He has worked hard in training and has been pushing Mike Brown and Ben Foden close so we are looking forward to him bringing his footballing skills to this Test.
"Danny Care likewise has bided his time in a very competitive position, knuckled down and deserves his chance, as has James Haskell, who has played this season for the Highlanders at No 7. "
"We felt that the pack got some momentum in the second half last week so we have gone for Alex and Tom but I am sure Joe Marler and Mo Botha can make an impact from the bench.
"The guys did the shirt proud in Potchefstroom on Tuesday and I have no doubt that the 22 involved on Saturday will rise to this final challenge as we look to end this almost 12-month season on a high."
15 Alex Goode , 14 Chris Ashton , 13 Jonathan Joseph , 12 Manusamoa Tuilagi , 11 Ben Foden , 10 Toby Flood , 9 Danny Care ,1 Alex Corbisiero , 2 Dylan Hartley (capt) , 3 Dan Cole , 4 Tom Palmer , 5 Geoff Parling , 6 Tom Johnson , 7 James Haskell , 8 Thomas Waldrom
Replacements :16 Lee Mears (Bath Rugby) , 17 Joe Marler , 18 Mouritz Botha , 19 Phil Dowson , 20 Lee Dickson , 21 Owen Farrell , 22 Brad Barritt