Coach Stuart Lancaster has made 14 changes to the side that overcame France 19-14 last weekend.
Burgess, who was yellow carded on debut against Les Bleus, now has one more chance to force his way into the 31-man World Cup squad if selected for the final warm up Test against Ireland next week.
Luther Burrell (Northampton Saints) replaces the former South Sydney star at inside-centre.
"Having reviewed last Saturday there were a lot of things we were pleased with considering it was the first game," Lancaster said.
"There is now an opportunity for those not involved or who didn't get much opportunity from the bench to put a marker down and build on that performance.
"France were very good last weekend and will be even stronger at home and this will be a big test but these guys have been working hard for the opportunity and are desperate to go out and perform.
"It is a big couple of weeks ahead for all the 39-man squad with the game this weekend and some competitive training sessions to come this week and next as we look to narrow down the squad ahead of the World Cup,' Lancaster said.
Chris Robshaw returns to captain the side, with try-scorer Jonny May the only man to keep his place from last weekend.
England: 1. Joe Marler (Harlequins, 31 caps), 2. Tom Youngs (Leicester Tigers, 22 caps), 3. Dan Cole (Leicester Tigers, 50 caps), 4. Joe Launchbury (Wasps, 22 caps), 5. Courtney Lawes (Northampton Saints, 38 caps), 6. James Haskell (Wasps, 59 caps), 7. Chris Robshaw (captain, Harlequins, 37 caps), 8. Billy Vunipola (Saracens, 13 caps), 9. Ben Youngs (Leicester Tigers, 47 caps), 10. George Ford (Bath Rugby, 11 caps), 11. Jonny May (Gloucester Rugby, 14 caps), 12. Luther Burrell (Northampton Saints, 12 caps), 13. Jonathan Joseph (Bath Rugby, 11 caps), 14. Jack Nowell (Exeter Chiefs, 8 caps), 15. Mike Brown (Harlequins, 37 caps).
Reserves: 16. Jamie George (Saracens, uncapped), 17. Mako Vunipola (Saracens, 21 caps), 18. David Wilson (Bath Rugby, 42 caps), 19. Dave Attwood (Bath Rugby, 21 caps), 20. Nick Easter (Harlequins, 51 caps), 21. Danny Care (Harlequins, 51 caps), 22. Danny Cipriani (Sale Sharks, 13 caps), 23. Billy Twelvetrees (Gloucester Rugby, 21 caps).