England's Lydia Thompson and Danielle Waterman - joint top try-scorers in the Women's Six Nations - are rested for Saturday's home match with Italy.
Sarah McKenna comes in at full-back at the Twickenham Stoop, with Kay Wilson on the wing in two of eight changes.
Emily Scott and La Toya Mason form an all-new half-back partnership, with Rachel Burford included in midfield.
Front rowers Justine Lucas and Vicky Fleetwood, and flanker Alex Matthews, start the match (13:00 GMT kick-off).
Captain Sarah Hunter will move to joint fourth on the list of all-time Test appearances for England as she wins her 88th cap.
"Saturday will provide players who have trained hard week in, week out, with an opportunity to show what they have to offer on the pitch," said coach Simon Middleton.
England have won their opening two matches, beating France and Wales, while Italy have suffered successive defeats.
England: McKenna; Wilson Hardy, Scarratt, Burford, Wilson; Scott, Mason; Lucas, Fleetwood, Keates, Millar-Mills, Taylor, Matthews, Packer, Hunter (c).
Replacements: Cokayne, Clark, Bern, Cleall, Noel-Smith, Hunt, Mclean, Reed.Women's Six Nations: Watch the winning moment as England beat France