Captain Sarah Hunter will become the most-capped England international and the most capped-women's player when she makes her 138th appearance in Sunday's World Cup quarter-final with Australia.
Tatyana Heard will make a surprise start at inside centre as Helena Rowland moves to full-back.
Abby Dow starts on the wing as the inform Claudia MacDonald drops out of the 23 with a calf strain.
Hunter said the caps record is "the thing I am most proud of in my life".
The 37-year-old made her England debut in 2007 and became captain after she won the World Cup with the Red Roses in 2014.
Hunter led the side as they lost the 2017 final to New Zealand and has won 10 Six Nations titles in her 15-year career.
"It is a real privilege to play for your country so many times," she added. "It won't sink in until I've had time to reflect on it."
England: Rowlands; Thompson, Scarratt, Heard, Dow; Harrison, Infante; Cornborough, Cokayne, Bern, Aldcroft, Ward, Matthews, M Packer, Hunter (capt).
Replacements: Davies, Botterman, Muir, Galligan, Cleall, L Packer, Aitchison, Kildunne.
Heard is 'a player on a mission'
England's starting XV seemed settled after England's first two pool games, but head coach Simon Middleton has made some surprising changes in the backline as the knockout stages begin.
Heard, 27, made her first international appearance for three years in September but impressed in a player-of-the-match performance against South Africa last weekend.
With Rowland moved from 12 to full-back, Ellie Kildunne drops to the bench.
Middleton said Heard returned to the England camp in July as an "outsider" in terms of her chances of making the World Cup squad.
Now, she is competing to retain her starting place throughout the knockout stages.
"She is a player on a mission," Middleton said.
"It's a tough team to get into. How you get in is through training. Tats has trained so well and produced it on the field against South Africa."
The forward pack is as expected and prop Sarah Bern starts as she earns a 50th cap for her country.
Among the replacements, hooker Lark Davies is set to make her first appearance of the tournament after recovering from an ankle injury.