| Venue: Twickenham Date: Saturday 12 November Kick-off: 15:15 GMT |
| Coverage: Live text commentary on BBC Sport website and app, with updates on BBC Radio 5 Live and BBC Sounds |
Number eight Sam Simmonds and scrum-half Jack van Poortvliet will start for England.
David Ribbans is making his debut at lock.
Guy Porter replaces Tuilagi on the bench.
May will start after dislocating an elbow on club duty.
Jamie George, who missed the entire autumn due to injury, is on the bench.
England: Nowell, Porter, Farrell, May, Smith, Van Poortvliet, Genge, Cowan-Dickie, Sinckler, Ribbans, Hill and Itoje.
Replacements: Heyes, Youngs, Tuilagi, George, and Heyes.
Argentina stunned England in their first autumn Test on Sunday.
Eddie Jones, who coached Japan from 2012 before taking the England job, said the team worked hard this week to improve on their performance.
As we play these four games in November, we have made a few changes to the side, and we are balancing his workload.
Japan is a very interesting side. We will have to be at our best against them on Saturday because they play a unique type of rugby.
The teams have only met three times before, with England winning both times.
Japan finished within a converted score of France and New Zealand in their past two defeats.
After missing the summer tour of Australia with a hip problem, Simmonds will start for England against Scotland on Saturday.
There will be an onus on him to take on ball-carrying duties, as he was dropped to the bench along with the other forwards.
He scored a try within 30 seconds of his introduction in the second half against Argentina.
Ribbans qualified for England through his grandfather, who migrated from London to South Africa.
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