England lock Geoff Parling will captain the British and Irish Lions in their tour game against the Melbourne Rebels.
Parling takes over as skipper from Sam Waburton, who is rested following his side's 23-21 victory over Australia in the first Test.
The starting XV that played against the Wallabies have also been left out of the team to recuperate, but six of the players who featured on the bench, Sean Maitland, Owen Farrell, Richard Hibbard, Dan Cole and Dan Lydiate along with Parling will all start.
Manu Tuilagi also returns to action following an injury layoff and will start at centre alongside England teammate Brad Barritt, while there are also starts in the backs for Ireland trio Conor Murray, Simon Zebo and Rob Kearney.
Wales centre Jamie Roberts and Ireland wing Tommy Bowe will not be risked in the game due to injury concerns.
Lions team: Rob Kearney, Sean Maitland, Manu Tuilagi, Brad Barritt, Simon Zebo, Owen Farrell, Conor Murray, Ryan Grant, Richard Hibbard, Dan Cole, Richie Gray, Geoff Parling, Dan Lydiate, Sean O'Brien, Toby Faletau.
