Tom Varndell's second-half effort sealed the bonus point with Dan Hipkiss and Louis Deacon also scoring tries.
Hipkiss is more of an outside centre and his call-up would lead to a re-jig of the midfield.
Leicester's Dan Hipkiss scored a consolation try in the final after the favourites had built up a 21-0 lead.
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Dan Hipkiss, Jordan Crane, Julian Dupuy and Geordan Murphy added tries as the Tigers opened up a 33-3 half-time lead.
England will not name his replacement until Friday, with Olly Barkley, Mike Catt or Dan Hipkiss set to come in.
Waldouck, who also might have played more but for injury, overtakes Hipkiss and Tait in the outside centre pecking order.
Tries from Dan Hipkiss and Sam Vesty, both converted by Julien Dupuy, gave them a 14-0 lead at the break.
Bristol struggled badly and they were further punished when Hipkiss and Deacon made the most of their chances to go over.
There was more bad news for Leicester, with centre Dan Hipkiss ruled out for up to six weeks after knee surgery.
Hipkiss crossed unopposed after taking Sam Vesty's pass in his stride while Deacon ploughed over from close range and Burke added the extras.
England lost Lewsey to injury just before half-time, with Dan Hipkiss coming on at center and Mathew Tait switching to the left wing.
Loffreda was boosted by the return of England backs Dan Hipkiss and Varndell, along with second row Marco Wentzel and tight-head prop Martin Castrogiovanni.
With a pre-match downpour at Twickenham, conditions were treacherous and England prospect Dan Hipkiss highlighted how slippy the ball was by uncharacteristically spilling the kick-off.
Hipkiss has been demoted to the England Saxons squad which includes the likes of Northampton's rugby league recruit Chris Ashton and Gloucester wing James Simpson-Daniel.
And the Premiership team's forwards soon camped themselves deep inside Ospreys territory, but a fumble from centre Dan Hipkiss thwarted any hopes of a score.
Noon is set to start at outside centre with Hipkiss going back to Leicester, although Tait could also be considered at 13 if he recovers fitness.
Other notable omissions from the party that went to the World Cup are Bath fly-half and inside centre Olly Barkley, Perpignan prop Perry Freshwater and Leicester centre Dan Hipkiss.
Leicester centre Dan Hipkiss, who made his debut in the first World Cup warm-up Test against Wales, makes the cut, as does Jamie Noon after a strong display against France.
Barkley and Leicester centre Hipkiss have both been named on the bench for Saturday's match, but England coach Brian Ashton could opt for the greater experience of 2003 World Cup winner Catt.
With Flood injured, Toulon's Jonny Wilkinson is expected to take the fly-half role with Tindall if fit, Brive's Jamie Noon, Dan Hipkiss of Leicester and Sale's Mathew Tait the other midfield candidates.
Marcato managed to get the hosts on the board with a brace of penalties either side of Leicester's third try, Flood crossing from Dan Hipkiss's inside pass near the right hand corner.
The ball travelled down the England line to Dan Hipkiss and the centre - getting man and ball - passed outside to 20 yards of clear space, with Monye nowhere to be seen.
But an attack sparked by Haskell's powerful run led to the ball moving through the hands of Steve Borthwick, Hartley, Hipkiss and Geraghty to allow Banahan to cross and run under the posts.
Outside centre Hipkiss was denied a score by the video ref on 38 minutes but in the closing moments of the half Rabeni carved a massive hole which allowed skipper Corry to charge over.
Vesty and Toby Flood combined to send Hipkiss over the line, Crane crossed from close range for the bonus-point try after just 31 minutes and Murphy strolled through some weak tackling for a fifth before half-time.
Flanker Steffon Armitage, lock Louis Deacon, number eight Jordan Crane, centres Mathew Tait and Dan Hipkiss and scrum-half Paul Hodgson all drop down, while Harry Ellis - who endured an injury-plagued season - misses out on both the squads.
The Springboks suffered a dismal start to their northern hemisphere tour as the Premiership champions overcame the handicap of missing England internationals Tom Croft, Lewis Moody, Jordan Crane, Dan Hipkiss and Louis Deacon as well as another eight injured players.
Just to make England's situation worse, Mathew Tait and Dan Hipkiss have been ill and in isolation since the weekend, which is why there is no back three replacement yet in the 22-man squad, which includes one unallocated place on the bench.
The other players released to play for their clubs in the EDF Energy Cup this weekend were Gloucester centre Olly Barkley, Leicester trio George Chuter, Jordan Crane and Dan Hipkiss, London Irish duo Shane Geraghty and Peter Richards, and Wasps prop Tim Payne.
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