Rebels coach Dave Wessels has made five changes to his side ahead of their game against the Lions in Johannesburg on Saturday.
In the backline, Reece Hodge starts on the left wing, with Marika Koroibete dropping to the bench.
In the pack, Luke Jones takes over from Rob Leota at blindside flank, Ross Haylett-Petty joins Adam Coleman in a new-look second row, and Anaru Rangi starts at hooker.
Robbie Abel and Matt Gibbon will provide front-row cover, while lock Matt Philip also takes a seat on the bench.
Rebels – 15 Dane Haylett-Petty, 14 Jack Maddocks, 13 Tom English, 12 Billy Meakes, 11 Reece Hodge, 10 Quade Cooper, 9 Will Genia, 8 Isi Naisarani, 7 Brad Wilkin, 6 Luke Jones, 5 Adam Coleman, 4 Ross Haylett-Petty, 3 Sam Talakai, 2 Anaru Rangi, 1 Tetera Faulkner.
Subs: 16 Robbie Abel, 17 Matt Gibbon, 18 Jermaine Ainsley, 19 Matt Philip, 20 Angus Cottrell, 21 Michael Ruru, 22 Sione Tuipulotu, 23 Marika Koroibete.
Photo: Melbourne Rebels