Melbourne Rebels coach Damien Hill has named his team to face the Waratahs with two changes to the starting line up that lost to the Brumbies.
In the forwards Luke Jones moves from flanker to lock while Michael Lipman gets a chance to start at No.7.
Mitch Inman has been ruled out with a broken hand so Lloyd Johansson comes in at number thirteen.
On the bench Cooper Vuna is named to return and will most likely be eased back in as as impact player.
Rodney "Rodzilla" Blake will win his fiftieth Super Rugby cap.
The match is the frst time former -Waratah Kurtley Beale will line-up against his former teammates.
1. Nic Henderson,2. Ged Robinson,3. Rodney Blake,4. Luke Jones,5. Hugh Pyle (vc),6. Jarrod Saffy,7. Michael Lipman,8. Gareth Delve (c),9. Nick Phipps,10. Danny Cipriani,11. Mark Gerrard,12. James O'Connor,13. Lloyd Johansson,14. Lachlan Mitchell,15. Kurtley Beale
Replacements: 16. Luke Holmes,17. Jono Owen,18. Al Campbell,19. Tim Davidson,20. Richard Kingi,21. Julian Huxley,22. Cooper Vuna