Scrumhalf Will Genia will captain the Reds for the rest of the season with a strong team behind him for the clash with the Rebels in Melbourne on Friday.
Genia has taken over the captaincy permanently for the remainder of the competition following the announcement that the injured James Horwill is out for the rest of the year.
However, despite that setback the Reds still look strong with mercurial playmaker Quade Cooper ready to pull the strings from flyhalf after spending the June Test break at Ballymore preparing for Friday's must-win contest.
There are two changes to the pack where Adam Wallace-Harrison fills the void left by Horwill in the second row, while Jake Schatz will wear the No.6 jersey this weekend.
Reds coach Ewen McKenzie has made a further two changes to his bench by recalling Fijian cult hero Radike Samo and playmaker Ben Lucas, who missed the last match through injury before being called into the Wallabies extended training squad ahead of Tests against Scotland and Wales.
National academy lock Blake Enever has joined the Reds following the injury to Horwill and will travel with the team as their 23rd man.
"We haven't had the luxury of an extended preparation with our full group but the reality is we need to hit the ground running if we are to beat a motivated Rebels team and remain in the finals hunt," McKenzie said.
"We took a lot of confidence from the results we were able to achieve before the break and our ability to maintain some continuity with team selections should help us get back into the groove of things on Friday.
"We've got a lot of talented players in our squad and we'll be relying on their experience to help us pick up where we left off. There are only three games left in the regular season so the time is now for us to make our push up the ladder."
To make the 2012 Super Rugby finals the Reds will need to replicate their earlier season successes against Australian conference opponents with the Rebels on Friday, and Waratahs in the final round, still to come.
"No one really knows what impact the mid-season break will have on the Super Rugby teams just yet, but we've spent a lot of time and effort preparing to overcome the challenges associated with it," McKenzie said.
"Training with near single-digit numbers over the past month hasn't always been easy but there has been a noticeable lift and sense of excitement within the group since our international representatives returned.
"Everyone is looking forward to the return of Super Rugby and I feel we are in a good space. It's now about going into Friday with the right attitude and setting ourselves up for the remainder of the year."
Reds: 15 Luke Morahan, 14 Dom Shipperley, 13 Anthony Faingaa, 12 Mike Harris, 11 Digby Ioane, 10 Quade Cooper, 9 Will Genia (captain), 8 Scott Higginbotham, 7 Liam Gill, 6 Jake Schatz, 5 Adam Wallace-Harrison, 4 Rob Simmons, 3 James Slipper, 2 Saia Faingaa, 1 Greg Holmes.
Replacements: 16 James Hanson, 17 Ben Daley, 18 Radike Samo, 19 Beau Robinson, 20 Ben Lucas, 21 Chris F'Sautia, 22 Nick Frisby.
Date: Friday, June 29
Venue: AAMI Park, Melbourne
Kick-off: 19.40 (09.40 GMT)
Referee: Keith Brown (New Zealand)
Assistant referees: Andrew Lees (Australia), Angus Gardner (Australia)
TMO: Matt Goddard (Australia)