Anthony Allen, Graham Kitchener and Thomas Waldrom start their first games of England’s summer tour to South Africa. Tom Youngs is named on the bench. England will be captained by Harlequins lock George Robson.
Lancaster said: “Every one of the 22 is desperate to play. They have trained superbly and their attitude while waiting for their chance has been first class. There is a lot of competition for places across the board and Wednesday gives these players a chance to lay down a marker and for the whole squad to build some momentum towards Saturday’s Test.
“George (Robson) has had a tremendous season for Harlequins, has made a great contribution to this tour already, both in training and as part of the leadership group, and I know he will captain the team well.
“Only Ugo Monye and Alex Corbisiero will not have had any game time by the end of Wednesday but there will still be three matches to go and their opportunity will come.”
The game against South Africa Southern Barbarians is England's second game of their tour to South Africa.
The Red Rose kicked off on Saturday with a 22-17 defeat to the Springboks in the first Test in Durban. Dan Cole, Geoff Parling and Manu Tuilagi started the game with Toby Flood coming off the bench. The England points came through a late Ben Foden try and 12 points from the boot of Owen Farrell.
England (v SA Southern Barbarians, GWK Park, 1500 SA, live on Sky Sports HD)
15 Alex Goode (Saracens)
14 David Strettle (Saracens)
13 Anthony Allen (Leicester Tigers)
12 Jordan Turner-Hall (Harlequins)
11 Christian Wade (London Wasps)
10 Charlie Hodgson (Saracens)
9 Danny Care (Harlequins)
1 Matt Mullan (Worcester Warriors)
2 Joe Gray (Harlequins)
3 Paul Doran Jones (Northampton Saints)
4 Graham Kitchener (Leicester Tigers)
5 George Robson (capt, Harlequins)
6 James Haskell (Otago Highlanders)
7 Carl Fearns (Bath Rugby)
8 Thomas Waldrom (Leicester Tigers)
Replacements
16 Tom Youngs (Leicester Tigers)
17 Rupert Harden (Gloucester Rugby)
18 Tom Palmer (Stade Francais)
19 Jamie Gibson (London Irish)
20 Lee Dickson (Northampton Saints)
21 George Lowe (Harlequins)
22 Nick Abendanon (Bath Rugby)
