Scotland coach Andy Robinson has made six changes to his team for their must-win Rugby World Cup Pool B game against England on Saturday.
Skipper Alastair Kellock, who missed the dramatic defeat by Argentina on Sunday, returns as does prop Euan Murray and number eight Richie Vernon.
Mike Blair is given the scrum-half jersey, Simon Danielli is named on the wing while Joe Ansbro will start at outside centre.
Sean Lamont moves from the wing to inside centre, while Ruaridh Jackson retains his place at fly-half.
Scotland coach Andy Robinson said the raft of changes were to give his side more speed in their game; Danielli and Lamont were key selections in that regard with their running and ball-carrying abilities.
"We pick sides to win games of rugby," said Scotland coach Andy Robninson. "What this weekend is about once again is doing everything we can to win a Test match and qualify for the knockout matches.
Scotland turned over ball against Argentina in contact situations in their 13-12 loss on Sunday, as players got isolated and support failed to arrive quickly enough.
"If we want to put England under pressure we have got to be able to hold onto the ball," added Robinson.
It is the first time the two countries - who enjoy the longest rivalry in rugby internationals - will meet on neutral turf.
Former England coach and player Robinson said there was a 'buzz' around his side, and is confident his side is up to the task of upsetting their old foes in Auckland despite the changes.
Scotland must win and then look for Argentina to claim a bonus-point win in their meeting with Georgia on Sunday.
Robinson was not overly concerned about the predicted wet weather in Auckland.
Most of Scotland's games have been in the wet while England's have been under cover, ensuring that Robinson's men will be prepared.
"(The team) understands it is in control of what it does, and it's got to keep its concentration for the whole 80 minutes and that's one of the key parts of this game," said Robinson, who saw his side concede a late try against Argentina.
"We can't go on the pitch and chase the game. We've got to build ourselves into the game. We've got to get the scoreboard moving right at the start of the game but play what is in front of us."
Scotland team: Chris Paterson; Max Evans, Joe Ansbro, Sean Lamont, Simon Danielli; Ruaridh Jackson, Mike Blair; Allan Jacobsen, Ross Ford, Euan Murray, Richie Gray, Alastair Kellock (captain), Alasdair Strokosch, John Barclay, Richie Vernon.
Replacements: Scott Lawson, Alasdair Dickinson, Nathan Hines, Ross Rennie, Chris Cusiter, Dan Parks, Nick de Luca.