The Rebels have named their team to face the Lions in Johannesburg South Africa with five changes to the starting team that lost to the Reds last weekend.
Kurtley Beale's Super Rugby season ending injury has given Julian Huxley a chance to start the match at full back and James O'Connor's injury gives James Hilgendorf a chance at number 10.
In the forwards Tim Davidson moves up from the bench last week to replace Tom Chamberlain who misses the match.
Al Campbell started on the bench last week but has been bumped up to the starting line up replacing Hugh Pyle who drops to the bench.
In the front row Ged Robinson comes in at hooker to replace Adam Freier who will start off the bench if called upon.
1. Nic Henderson,2. Ged Robinson,3. Jono Owen,4. Cadeyrn Neville,5. Al Campbell,6. Tim Davidson,7. Hugh Perrett,8. Gareth Delve (VC),9. Nick Phipps,10. James Hilgendorf,11. Cooper Vuna,12. Stirling Mortlock (C),13. Mitch Inman,14. Mark Gerrard,15. Julian Huxley
Replacements : 16. Adam Freier,17. Paul Alo-Emile,18. Hugh Pyle,19. Luke Jones,20. Richard Kingi,21. Lachlan Mitchell,22. Lloyd Johannson