Stirling Mortlock will lead out the Melbourne Rebels against the Lions with five changes to the side that went down to the Reds last weekend.
The Rebels start their South African tour against the Johannesburg franchise and the veteran skipper, Mortlock, has been called on to start for just the second time this season.
Mortlock played his final match on Australian soil a week ago, but has decided there is enough gas left in the tank to end his career on the road in South Africa.
Rebels coach Damien Hill has made three changes in the forwards with a rotational switch at hooker, as Ged Robinson starts and Adam Freier warms the bench.
In the second row Al Campbell will partner Cadeyrn Neville, while Hugh Pyle has recovered from injury to take up a place on the pine. The final change is at blindside flank, where Tim Davidson comes in to replace Tom Chamberlain, who drops out of the match 22.
Injuries to stars James O'Connor and Kurtley Beale has paved the way for James Hilgendorf to reclaim the No.10 jersey, while Julien Huxley stars at fullback.
On the bench loose forward Luke Jones, scrumhalf Richard Kingi and outside back Lloyd Johannson are all back in action after missing out last weekend.
The final change to the replacements is at prop, where former Australia Under-20 ace Paul Alo-Emile is included. The 20-year-old is 120kgs and is a welcome addition to bolster the front row stocks in Australia.
Melbourne Rebels: 15 Julian Huxley, 14 Mark Gerrard, 13 Mitch Inman, 12 Stirling Mortlock (captain), 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.
Replacements: 16 Adam Freier, 17 Paul Alo-Emile, 18 Hugh Pyle, 19 Luke Jones, 20 Richard Kingi, 21 Lachie Mitchell, 22 Lloyd Johannson.
Date: Saturday, July 7
Venue: Coca-Cola Park, Johannesburg
Kick-off: 17.05 (15.05 GMT)
Referee: Francisco Pastrana (Argentina)
Assistant referees: Jaco Peyper (South Africa), Stefan Breytenbach (South Africa)
TMO: Johann Meuwesen (South Africa)