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England will give debuts to centre Guy Porter and wing Tommy Freeman for the second Test against Australia in Brisbane on Saturday.
"We have decided to make changes in our back line, they were tough calls but we feel they will strengthen the team," said head coach Eddie Jones.
"There are opportunities to attack against Australia which we can take."
Wing Jonny May is not included as he recovers from Covid and, with flanker Tom Curry ruled out with concussion, Sam Underhill comes in at openside.
Underhill was not included in the squad for the opening match of the three-Test series.
"We have had solid preparation this week and looking forward to an important game in Brisbane," added Jones.
"This game is the perfect practice for the World Cup and our focus is putting on our best performance."
More to follow.