Marnitz Boshoff will start at flyhalf with Elton Jantjies shifting to inside centre for the Lions' Vodacom Super Rugby match against the Rebels in Melbourne on Friday.
Boshoff hasn't started for the Lions since the defeat to the Sharks in the second round, but will make his return to the starting XV as one of a number of changes by coach Johan Ackermann.
Elsewhere in the backline, Faf de Klerk comes in at scrumhalf, Jaco van der Walt will make his first Vodacom Super Rugby start at fullback, while Courtnall Skosan returns on the left wing, with Sampie Mastriet switching to the opposite touchline.
Meanwhile, in the pack, Schalk van der Merwe, Armand van der Merwe and Ruan Dreyer will make up a new front row. Robert Kruger will start at lock, while Derick Minnie has also been promoted to the starting line-up at flank.
Lions – 15 Jaco van der Walt, 14 Sampie Mastriet, 13 Lionel Mapoe, 12 Elton Jantjies, 11 Courtnall Skosan, 10 Marnitz Boshoff, 9 Faf de Klerk, 8 Warren Whiteley (c), 7 Warwick Tecklenburg, 6 Derick Minnie, 5 Franco Mostert, 4 Robert Kruger, 3 Ruan Dreyer, 2 Armand van der Merwe, 1 Schalk van der Merwe.
Subs: 16 Robbie Coetzee, 17 Corné Fourie, 18 Julian Redelinghuys, 19 Andries Ferreira, 20 Jaco Kriel, 21 Ross Cronje, 22 Harold Vorster, 23 Andries Coetzee.
Photo: Barry Aldworth/BackpagePix