James Milner joins Theo Walcott and Wayne Rooney in attack for England in the friendly against Brazil at the Maracana after several of Roy Hodgson's forward players were ruled out by injury.
Daniel Sturridge and Danny Welbeck joined Andy Carroll on the sidelines ahead of the Sunday evening fixture at the Maracana, while Jermain Defoe is restricted to a place on the bench.
Leighton Baines comes in for Ashley Cole at left-back and Phil Jones replaces Alex Oxlade-Chamberlain in midfield in two other changes to the side that drew 1-1 with the Republic of Ireland.
Fred, meanwhile, leads the line for Brazil, with Neymar, Oscar and Hulk in support of the Fluminense striker.
Chelsea defender David Luiz partners Thiago Silva at centre-back, while QPR goalkeeper Julio Cesar, who has been strongly linked with a move to Arsenal in recent days, starts in goal.
Brazil: Julio Cesar; Dani Alves, David Luiz, Thiago Silva, Filipe Luis; Paulinho, Luiz Gustavo; Neymar, Oscar, Hulk; Fred.
Subs: Bernard, Dante, Cavalieri, Fernando, Hernanes, Jadson, Jean, Jefferson, Damiao, Lucas Moura, Marcelo, Rever.
England: Hart; Johnson, Cahill, Jagielka, Baines; Jones, Carrick, Lampard; Walcott, Rooney, Milner.
Subs: Foster, McCarthy, Cole, Lescott, Rodwell, Oxlade-Chamberlain, Defoe.