Coach Andy Robinson has named Scotland's joint most experienced side ever as he enters the last-chance saloon with England at Eden Park on Saturday.
Robinson has made six changes to his starting XV, who boast 581 caps between them, matching the previous best that lost to France in the pool stage of RWC 2003.
It's a must-win game for the Scots, who have won only two of their last 10 games against the "auld enemy".
While much has been made of the rivalry, Robinson, a former player and assistant coach for England, just wants his players to reach the knockout phase of the tournament.
"People hype up England-Scotland. People hype up that it's Scotland's last chance. For me, it's just another Test match," said Robinson.
Returning captain Alistair Kellock replaces Jim Hamilton in the second row after missing the previous two pool matches.
The 30-year-old was the skipper when the two teams last met in the Six Nations Championship at Twickenham in March, where Scotland lost 22-16. Still, it was their best away result against England since 1999.
"It wouldn't really matter who we were playing, it's a huge match for us," Kellock said.
"It's a knockout at this stage for us, but the fact it's against England, a team who we've played against a lot, a team who are our oldest rivals, just gives it an added extra."
For the first time in their 140-year playing history, England and Scotland will meet on neutral soil.
"It will be interesting to see the level of support from the stadium. There will obviously be a number of neutrals in there and I'm kind of hoping they'll be favouring the Scotland team," said wing Max Evans.
Scotland need to win by more than seven points and deprive England of a bonus point to give themselves a chance of progressing to the last eight.
"We know we've only got ourselves to blame for being in this situation, so we're the only ones who can get us out of it as well," said flanker Alasdair Strokosch.
Lot of emotion
Euan Murray returns to the front row for Geoff Cross after missing last Sunday's 13-12 defeat to Argentina due to religious reasons.
"It's a game we've all been looking forward to. We all know what's at stake, we all know what we need to do, what we need to achieve," Murray said.
Richie Vernon comes in for Kelly Brown at number 8.
In the backs, scrum half Mike Blair is in for last weekend's captain Rory Lawson. Simon Danielli replaces Graeme Morrison, with Sean Lamont switching to inside centre after playing left wing last week. Joe Ansbro returns at outside centre and Nick de Luca drops to the bench.
Robinson has put personal pride aside for the sake of Scotland's future at RWC 2011.
"There is a lot of emotion around it. I actually said to the players that they need to do whatever they need to do to get themselves ready for this game - and if it means taking it out on me and my English roots then they could do that."
Scotland are hopeful of a win, yet they haven't beaten England by more than seven points for 25 years.