Care dropped as Johnson freshens up his Test side
Leicester scrum-half Youngs has replaced Danny Care after making a lively impression off the bench in England's 27-17 defeat to the Wallabies.
Lawes, the athletic Northampton lock, takes over in the second row from veteran Simon Shaw, who played last week as if the years are beginning to catch up on him.
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Hide AdBoth Youngs and Lawes will bring a level of dynamism to the England side after they paid the price for a lack of pace and penetration in the first Test.
Much to the surprise of the Australians, Johnson has resisted the temptation to bring Jonny Wilkinson back into the team and stuck by fly-half Toby Flood and inside centre Shontayne Hape.
Mike Tindall has recovered from a dead leg to be named at outside centre but there is no place in the 22-man squad for Mathew Tait, whose seat on the bench has been taken by Delon Armitage.
England team to play Australia in Sydney on Saturday, June 19; kick-off 11am BST: B Foden (Northampton); M Cueto (Sale Sharks), M Tindall (Gloucester), S Hape (Bath), C Ashton (Northampton); T Flood (Leicester), B Youngs (Leicester); T Payne (Wasps), S Thompson (Brive), D Cole (Leicester), C Lawes (Northampton), T Palmer (Stade Francais), T Croft (Leicester), L Moody (Leicester, capt), N Easter (Harlequins). Replacements: G Chuter (Leicester), D Wilson (Bath), S Shaw (Wasps), J Haskell (Stade Francais), D Care (Harlequins), J Wilkinson (Toulon), D Armitage (London Irish).