England head coach Fabio Capello has named striker Jermain Defoe and winger James Milner in the side to take on Slovenia in the crunch World Cup Group C clash in Port Elizabeth.
Spurs frontman Defoe has been drafted in as a replacement for Aston Villa's Emile Heskey following the dismal goalless draw against Algeria, while another Villa man, Milner, takes the place of Aaron Lennon.
A third change is necessary in central defence, with Jamie Carragher suspended after picking up yellow cards against both Algeria and the USA.
West Ham's Matthew Upson steps in to partner former skipper John Terry, who is retained despite recently angering Capello with an ill-judged weekend press conference.
A defiant Capello said ahead of the crunch showdown: "We did really well in qualification, but now we are not in a good moment.
"At this moment, we are down from the level that I know, that they know, that we all know. But tomorrow we will be fit to fight, definitely."
England Team: James; Johnson, A Cole, Upson, Terry; Milner, Lampard, Barry, Gerrard; Defoe, Rooney.