The Rebels have suffered a late blow for their final match of the Super Rugby season as fullback Jason Woodward has been ruled out with a back complaint.
Woodward sustained the injury in the Rebels' 34 -17 loss to the Lions in Johannesburg last week.
It's a disappointing end to a wonderful two year career in Melbourne, with Woodward returning home to New Zealand in 2015 to chase his maiden an All Blacks cap.
"I'm pretty gutted," Woodward said. "I went up for a high ball, a restart last week and landed on my back.
"I played the rest of the game but it's been pretty niggly. I don't really want to let the boys down by being out there and not play at my best.
"It's really gutting, but I have full confidence in the rest of the lads to get the job done.
"But looking back over the past two years at the fun I've had and the friendships I've made, life in Melbourne, it's been awesome. It's something I'll never forget."
Telusa Veianu will move from the wing to fullback, while Fijian International Alex Rokobaro will get his first start for the Club in the 14 jersey.
Rebels lock Sam Jeffries will be elevated to the bench for what will be his Super Rugby debut if called upon.
Woodward finishes his Rebels career with 210 points, including six tries in 26 matches.
1. Toby Smith,2. Shota Horie,3. Laurie Weeks,4. Hugh Pyle,5. Cadeyrn Neville,6. Luke Jones,7. Scott Fuglistaller (Captain),8. Colby Fainga'a,9. Luke Burgess,10. Jack Debreczeni ,11. Tom English,12. Mitch Inman ,13. Tamati Ellison,14.Alex Rokobaro ,15. Telusa Veianu
Replacements : 16. Pat Leafa,17. Cruze Ah-Nau,18. Paul Alo-Emile,19. Sam Jeffries,20. Lopeti Timani,21. Jordy Reid,22. Nic Stirzaker,23. Lalakai Foketi