David Cameron has put the Tories on a war footing for the general election with his most radical reshuffle since coming to power.
In a shake-up that took observers by surprise with its scope, the Prime Minister shifted key ally Michael Gove from Education Secretary to chief whip - ordering him to act as "minister for TV".
Meanwhile, a series of established figures were culled in favour of women, with the highest profile casualty Owen Paterson losing his environment brief to Liz Truss.
Mr Cameron and Mr Gove both dismissed speculation that he had been demoted, despite unions expressing glee after he lost his status as a full Cabinet member and took a £30,000 pay cut.
The premier described the MP as "one of my big hitters, one of my real stars, one of my great brains", arguing that he would be on the front line in the run-up to next May.
Mr Gove insisted he had been given the choice of staying at education but took the decision to move for an "exciting" role.
He is now expected to join a "core" election team around the PM, with William Hague, who has given up the frenetic job of Foreign Secretary, to become Leader of the House of Commons.
Mr Cameron said: "This is a fresh team with the ideas, the energy, the policy and the ability to take this country forward, to complete the long-term economic plan and secure our future.
"I think it is a team that reflects modern Britain and it is by reflecting all of modern Britain that we will get the best for our country.
"I am proud of the fact that great talent has come through the Conservative ranks and we now see Conservative women occupying posts like Home Secretary, Education Secretary, Agriculture Secretary, Development Secretary - vital jobs with really good people doing those jobs to secure the future of this country. I am very proud of that."
The PM promoted Philip Hammond from defence to become Foreign Secretary, in an appointment Eurosceptic Tories hope will help ward off the electoral threat from Ukip.
Mr Hammond said last year he would vote to leave the EU if it was not reformed - although the minister insisted he was "positive" about a successful renegotiation of relations ahead of a mooted in/out referendum in 2017.
Treasury minister Nicky Morgan, 41, who replaces Mr Gove, and new Environment Secretary Ms Truss, 38, are the first mothers in the Cabinet since the resignation of Maria Miller in April.
Energy minister Michael Fallon, seen as a staunchly loyal "safe pair of hands" who showed his presentational skills in a stint as Tory vice-chairman, was promoted to join the Cabinet as Defence Secretary, replacing Mr Hammond.
Mr Cameron named former public relations executive Lord Hill of Oareford as his nominee for European Commissioner, giving his job as Leader of the Lords to Lady Stowell of Beeston - the peer who guided gay marriage legislation through the Upper House.
There was a backlash when it emerged that Lady Stowell was not due to inherit her predecessor's status as a full Cabinet member and would not be paid as much either.
Downing Street stressed that there was a legal limit on the number of Cabinet ministers, pointing out that Mr Hague was remaining as a full member despite moving to a theoretically lower-ranked job.
They later backtracked by indicating the Conservative Party would top up Lady Stowell's salary to the same level as Lord Hill's.
Stephen Crabb replaced David Jones as Welsh Secretary, while in another change that pleased Eurosceptics Dominic Grieve lost his post as Attorney General with Jeremy Wright taking the role as the Government's top law officer. Mr Grieve, who has been vocal in his opposition to Britain pulling out of the European Convention of Human Rights, made clear he will continue the fight from the back benches.
Mr Cameron added another female face around the Cabinet table as former TV presenter Esther McVey, who keeps her job as minister for employment and disabilities, will attend the weekly meetings at 10 Downing Street without being a full member.
Also attending will be Matt Hancock, a key ally of Chancellor George Osborne, who took the energy minister role vacated by Mr Fallon, as well as being minister for Portsmouth.
In what was widely seen as a bid to mollify right-wingers unhappy at Mr Paterson's fall, Mr Cameron offered former defence secretary Liam Fox the opportunity to end two years in the wilderness with a comeback as minister of state at the Foreign Office. However, Dr Fox declined, with friends suggesting it was equivalent to putting him on a "slow boat to China".
In a comprehensive shake-up of ministerial jobs outside the Cabinet, Mr Cameron promoted an array of female MPs including Anna Soubry, Priti Patel, Claire Perry, Amber Rudd and Penny Mordaunt - known to TV viewers for her appearance in her swimsuit on Splash!.
Labour described the reshuffle as a "massacre of the moderates" which marked a shift to the right by Mr Cameron less than a year before the 2015 general election.
Shadow Cabinet Office minister Michael Dugher said: " Britain's foreign policy is now set to be led by a man who has talked about taking us out of the EU. The Tories are now retreating out of Europe with all the threat that poses to jobs and business in Britain.
"This reshuffle shows how weak David Cameron is, running scared of his own right wing. That's why he cannot focus on the big challenges facing families up and down the country."
There were no changes in Liberal Democrat ministerial posts, with Deputy Prime Minister Nick Clegg expected to delay refreshing his top team until after the Scottish independence referendum in September.
Conservative MP Sir Greg Knight sounded a note of caution about Mr Gove's new role, tweeting: "If spin is true and we are to have a Chief Whip who regularly addresses the nation, I think this will prove to be a mistake - hope I'm wrong."