The Rebels have replaced injured duo James O’Connor and Kurtley Beale with James Hilgendorf and Julian Huxley respectively for the clash against the Lions in Johannesburg.
Flyhalf O’Connor (hamstring) and fullback Beale (ribs) have been ruled out for the rest of the Super Rugby campaign with serious injuries, which will see Hilgendorf and Huxley start at Ellis Park on Saturday.
The other three changes are among the forwards. Flank Tim Davidson, lock Al Campbell and hooker Ged Robinson take over from Tom Chamberlain, Hugh Pyle and Adam Freier respectively. Only Pyle and Freier are retained on the bench.
Melbourne Rebels – 15 Julian Huxley, 14 Mark Gerrard, 13 Mitch Inman, 12 Stirling Mortlock (c), 11 Cooper Vuna, 10 James Hilgendorf, 9 Nick Phipps, 8 Gareth Delve, 7 Hugh Perrett, 6 Tim Davidson, 5 Al Campbell, 4 Cadeyrn Neville, 3 Jono Owen, 2 Ged Robinson, 1 Nic Henderson.
Subs: 16 Adam Freier, 17 Paul Alo-Emile, 18 Hugh Pyle, 19 Luke Jones, 20 Richard Kingi, 21 Lachlan Mitchell, 22 Lloyd Johannson.