Young stars Damian McKenzie and Jack Goodhue face the biggest test of their careers after being named to start for the All Blacks against England at Twickenham this weekend, while prop Karl Tu'inukuafe is in after Joe Moody split his eyelid at training.
Moody will miss the rest of the European tour and has been replaced in the squad by Angus Ta'avao.
Codie Taylor and Owen Franks round out the front row for the first test with England since 2014.
Brodie Retallick is back at lock, while McKenzie is at fullback, with Ben Smith on the wing and Aaron Smith at halfback.
Sonny Bill Williams and Goodhue are the starting midfield, with Ryan Crotty on the bench.
Goodhue has recovered from glandular fever to take his spot.
Dane Coles is the reserve hooker, with Richie Mo'unga the back up first-five to Beauden Barrett.
Liam Squire and Ardie Savea are the loose forwards next to No.8 and captain Kieran Read.
Ofa Tuungafasi and Nepo Laulala are the reserve props.
Sam Whitelock is with Retallick in the second row, with Scott Barrett and Matt Todd the lock and loose forward cover.
Coach Steve Hansen said there had been real excitement and energy in the All Blacks' camp this week: "There's huge anticipation at what lies ahead on Saturday and the team is certainly looking forward to the challenge of the weekend.
"Our week's preparation has been very good. We've spent the early part of our week getting our preparation right and clarity of our roles and been building throughout the week so we're ready to go on Saturday.
"We know we'll be up against a very determined and well-coached English side. They'll have gained a lot of confidence from their win over South Africa and be keen to make a statement in front of their passionate Twickenham home crowd.
"However, for us it's about making our own statement. To do that, we'll need to bring our own intensity and accuracy to an even higher level throughout the game. It's a great opportunity to assess where our game is at and we're really looking forward to it."
The matchday 23 is as follows (with Test caps in brackets):
1. Karl Tu'inukuafe (10)
2. Codie Taylor (39)
3. Owen Franks (104)
4. Samuel Whitelock (106)
5. Brodie Retallick (72)
6. Liam Squire (21)
7. Ardie Savea (32)
8. Kieran Read - captain (115)
9. Aaron Smith (80)
10. Beauden Barrett (70)
11. Rieko Ioane (21)
12. Sonny Bill Williams (50)
13. Jack Goodhue (5)
14. Ben Smith (74)
15. Damian McKenzie (20)
16. Dane Coles (57)
17. Ofa Tuungafasi (23)
18. Nepo Laulala (14)
19. Scott Barrett (26)
20. Matt Todd (15)
21. TJ Perenara (52)
22. Richie Mo'unga (5)
23. Ryan Crotty (42)