Prop Donna Rose, who scored two tries after coming off the bench against Ireland, will start at loosehead, while Sisilia Tuipulotu will make her first international start, partnering fellow Gloucester-Hartpury lock Gwen Crabb. Sioned Harries starts at No 8 with captain Siwan Lillicrap switching to the blindside flank.
There is a new half-back pairing with Ffion Lewis, a try scorer last weekend against Scotland, starting with Robyn Wilkins.
Cunningham said, “These players are all deserving of their places, whether they are starting or on the bench. Every player has a key role to play, as we saw against Ireland and Scotland.
“We are excited by this big challenge against the No 1 team in the world. On average, they are scoring about eight tries a match so we are in no doubt about the extent of the task. However, we want to compete with the best teams in the world so this is a great opportunity for us to test ourselves and progress.
“We are proud of the way we came back to win both our first two games but we must start better and get our penalty count down. They are two of our work-ons plus we need to convert any scoring opportunities.
“The players train and play with and against the England players week-in, week-out so while we respect the side, there is familiarity, not fear.
“We are looking forward to playing at Gloucester. Ten of our matchday squad are Gloucester-Hartpury players and it will be fantastic to play in front of a huge crowd there which will hopefully include some Welsh voices too.”
Wales team v England
Kingsholm, Saturday 9 April 16.45, BBC 2 Wales
15 Kayleigh Powell (Bristol Bears)
14 Lisa Neumann (Gloucester-Hartpury)
13 Hannah Jones (Gloucester-Hartpury)
12 Kerin Lake (Gloucester-Hartpury)
11 Jasmine Joyce (Bristol Bears)
10 Robyn Wilkins (Gloucester-Hartpury)
9 Ffion Lewis (Worcester Warriors)
1 Gwenllian Pyrs (Sale Sharks)
2 Carys Phillips (Worcester Warriors)
3 Donna Rose (Saracens)
4 Sisilia Tuipulotu (Gloucester-Hartpury)
5 Gwen Crabb (Gloucester-Hartpury)
6 Siwan Lillicrap (capt, Bristol Bears)
7 Alisha Butchers (Bristol Bears)
8 Sioned Harries (Worcester Warriors)
Replacements:
16 Kelsey Jones (Gloucester-Hartpury)
17 Cara Hope (Gloucester-Hartpury)
18 Cerys Hale (Gloucester-Hartpury)
19 Alex Callender (Worcester Warriors)
20 Bethan Lewis (Gloucester-Hartpury)
21 Keira Bevan (Bristol Bears)
22 Elinor Snowsill (Bristol Bears)
23 Natalia John (Bristol Bears)
