Salvatore Sirigu and Gabriel Paletta start due to injuries, as Italy take on an all-attack England with Raheem Sterling and Danny Welbeck.
Their World Cup kicks off tonight at 23.00 UK time (22.00 GMT) at the Arena Amazonia in Manaus, where the heat and humidity could be joined by rain.
It becomes an even more important game considering Costa Rica’s shock Group D victory over Uruguay.
The Azzurri have had to reshuffle over the last few days, as Milan left-back Mattia De Sciglio was ruled out with a thigh injury.
Gigi Buffon is a huge loss, spraining his left ankle during a training session on the Manaus turf last night, so Paris Saint-Germain goalkeeper Sirigu starts.
He’s not 100 per cent fit either due to bruised ribs, while this is only his second competitive cap. The other was a Euro qualifier away to Estonia in September 2010.
Giorgio Chiellini is moved to left-back for De Sciglio, with Parma defender Paletta surprisingly picked ahead of Leonardo Bonucci for the centre.
Torino revelation Matteo Darmian gets the nod ahead of Ignazio Abate, plus Daniele De Rossi in a ‘shield’ role behind double playmakers Andrea Pirlo and Marco Verratti.
Mario Balotelli is the lone centre-forward, supported by Antonio Candreva and Claudio Marchisio.
England are without Alex Oxlade-Chamberlain, but Manchester United talent Welbeck has recovered in time to start.
Roy Hodgson was accused of being overly negative in the past, particularly in the Euro 2012 quarter-final against Italy.
With so many injury problems for the Azzurri, ex-Inter boss Hodgson is really going for it and opts to start with Wayne Rooney, Liverpool 19-year-old Sterling and Welbeck behind Daniel Sturridge.
It had previously been believed Welbeck and Sterling for fighting for one place in the starting XI, but instead Adam Lallana is dropped to the bench.
Jordan Henderson partners Steven Gerrard in a two-man midfield.
England haven’t beaten Italy in a competitive match since 1977 and never got the better of the Azzurri in a World Cup tie.
There are expected to be 2,500 Italy fans in Manaus compared to 10,000 travelling England supporters.
However, it has been reported that locals are cheering on the Azzurri because Hodgson criticised the choice of Manaus as a World Cup venue.
England: Hart; Johnson, Cahill, Jagielka, Baines; Gerrard, Henderson; Rooney, Sterling, Welbeck; Sturridge
Italy: Sirigu; Darmian, Barzagli, Paletta, Chiellini; De Rossi; Candreva, Pirlo, Verratti, Marchisio; Balotelli