After London Wasps flanker Tom Rees and Gloucester full-back Olly Morgan received senior call-ups and Mike Catt picking up an injury in training, England Saxons coaches Jim Mallinder and Dorian West made three changes to the 22.
NEC Harlequins full-back Mike Brown is promoted to the starting line-up, with Chev Walker taking his place on the bench, while the openside slot is filled by James Scaysbrook, and Olly Barkley is promoted to the XV with Varndell taking his place on the bench.
Leicester's Jordan Crane wins his first Saxons cap at No.8.
England Saxons team to play Italy A
15 Mike Brown (NEC Harlequins)
14 David Strettle (NEC Harlequins)
13 Jamie Noon (Newcastle Falcons, captain)
12 Olly Barkley (Bath Rugby)
11 Nick Abendanon (Bath Rugby)
10 Shane Geraghty (London Irish)
9 Shaun Perry (Bristol Rugby)
1 Nick Wood (Gloucester Rugby)
2 Andy Titterrell (Sale Sharks)
3 Stuart Turner (Sale Sharks)
4 Dean Schofield (Sale Sharks)
5 Alex Brown (Gloucester Rugby)
6 James Haskell (London Wasps)
7 James Scaysbrook (Bath Rugby)
8 Jordan Crane (Leicester Tigers)
Replacements
16 Dylan Hartley (Northampton Saints)
17 Tom Mercey (Saracens)
18 Chris Jones (Sale Sharks)
19 Nick Easter (NEC Harlequins)
20 Richard Wigglesworth (Sale Sharks)
21 Chev Walker (Bath Rugby)
22 Tom Varndell (Leicester Tigers)