Stuart Lancaster has made three changes to his England side for the Pool A showdown with Wales at Twickenham on Saturday night, with Sam Burgess and Owen Farrell coming into the backline.
Burgess replaces the injured Jonathan Joseph at centre, while Farrell is picked over George Ford, who drops to the bench, at fly-half.
The other change is at number-eight as Billy Vunipola gets the nod ahead of Ben Morgan, who misses out altogether with a knee problem.
On the bench, James Haskell and Alex Goode are included in the matchday 23 for the first time at the tournament.
England and Wales both earned bonus-point victories in their opening fixtures last weekend to sit top of Pool A.
England: Marler, Youngs, Cole; Parling, Lawes; Wood, Robshaw; B. Vunipola; Youngs, Farrell, May, Burgess, Barritt, Watson, Brown
Replacements: Webber, M. Vunipola, Brookes, Launchbury, Haskell, Wigglesworth, Ford, Goode