Brumbies coach Jake White has made six changes for this weekend's clash against the Rebels, including the return of Robbie Coleman for the first time since round one.
The Brumbies back row has undergone the most change, with giant No 8 Fotu Auelua making his debut at the back of the scrum, moving Ben Mowen to blind-side flanker.
Michael Hooper and Ita Vaea have have also rotated, with Hooper reclaiming the No. 7 jersey.
Peter Kimlin and Vaea will be used as impact from the bench.
In the front row, Ben Alexander has been rotated for Ruaidhri Murphy at loose-head prop, handing the Irishman his second career start.
Flanker-come-lock Scott Fardy will also make his second starting appearance against the Rebels where he will partner Sam Carter in the second row.
Leon Power has dropped out of the match-day 22.
At outside centre Tevita Kuridrani has been handed his first starting jumper, with Andrew Smith moving to the bench.
On the bench, fly-half Zack Holmes has dropped out of the side with Coleman making his return from a groin injury suffered in Rd. One against the Western Force.
1. Ruaidhri Murphy,2. Stephen Moore,3. Dan Palmer,4. Scott Fardy,5. Sam Carter,6. Ben Mowen,7. Michael Hooper,8. Fotu Auelua,9. Nic White,10. Christian Lealiifano,11. Joe Tomane,12. Pat McCabe,13. Tevita Kuridrani, 14. Henry Speight,15. Jesse Mogg
Replacements:16. Anthony Hegartym,17. Ben Alexander,18. Peter Kimlin,19. Ita Vaea,20. Ian Prior,21. Robbie Coleman,22. Andrew Smith