Thompson will start on the wing, while Clark has been named on the bench as the Red Roses take on Spain on Wednesday (kick-off 2pm) in a clash which will be shown live on ITV4.
England will be looking to get their Women’s Rugby World Cup campaign off to a winning start against a side they last played in the pool stages of the 2014 World Cup.
England Women Head Coach Simon Middleton said: “We are really happy with the way our tournament preparation has gone and the squad have worked really hard over the past number of months.
“Now it’s about translating that hard work and preparation and delivering performance on the pitch.
“We have a strong squad and want to use the full depth available to us throughout the World Cup. We are looking forward getting the tournament underway.”
Meanwhile fellow Valkyrie Dyddgu Hywel will start at full-back for Wales on Wednesday as they open their campaign against New Zealand (kick-off 2.45pm).
England Women Squad
15 Danielle Waterman (Bristol, 70 caps)
14 Lydia Thompson (Worcester Valkyries, 34 caps)
13 Megan Jones (Bristol, 4 caps)
12 Rachael Burford (Harlequins Ladies, 67 caps)
11 Kay Wilson (Richmond, 45 caps)
10 Katy Mclean (Darlington Mowden Park Sharks, 86 caps)
9 Leanne Riley (Harlequins Ladies, 11 caps)
1 Vickii Cornborough (Harlequins Ladies, 26 caps)
2 Heather Kerr (Darlington Mowden Park Sharks, 8 caps)
3 Sarah Bern (Bristol, 11 caps)
4 Abbie Scott (Darlington Mowden Park Sharks, 17 caps)
5 Zoe Aldcroft (Darlington Mowden Park Sharks, 4 caps)
6 Harriet Millar-Mills (Lichfield, 46 caps)
7 Izzy Noel-Smith (Bristol, 32 caps)
8 Sarah Hunter (Bristol, 93 caps) (C)
Replacements
16 Amy Cokayne (Lichfield, 28 caps)
17 Rochelle Clark (Worcester Valkyries, 124 caps)
18 Justine Lucas (Lichfield, 22 caps)
19 Poppy Cleall (Bristol, 12 caps)
20 Alex Matthews (Richmond, 32 caps)
21 La Toya Mason (Darlington Mowden Park Sharks, 66 caps)
22 Amber Reed (Bristol, 39 caps)
23 Emily Scarratt (Lichfield, 69 caps) (VC)