After making a number of changes last week, Dave Rennie has made numerous changes again for their clash with the Rebels in Melbourne on Friday.
Richard Kahui, who was a late omission last week, has been struck down by injury once again. His absence Bundee Aki starting at inside centre once again with the influencial Tim Nanai-Williams outside him.
Veteran Brendon Leonard starts at scrumhalf in the place of Augustine Pulu - who shifts to the bench.
The most changes have occured amongst the forwards as the Chiefs go into their clash with a fairly new look front row.
Pauliasi Manu comes into the side in the place of Toby Smith, who moves to the bench. The big Ben Tameifuna also comes into the starting XV in the place of Michael Kainga who is ruled out with a shoulder injury.
Sam Cane returns to the starting XV in the place of Tanerau Latimer and Matt Vant Leven will add to his three Super Rugby caps when he runs out in the No.8 jersey on Friday.
Chiefs: 15 Gareth Anscombe, 14 Lelia Masaga, 13 Tim Nanai-Williams, 12 Bundee Aki, 11 Asaeli Tikoirotuma, 10 Aaron Cruden, 9 Brendon Leonard, 8 Matt Vant Leven, 7 Sam Cane, 6 Liam Messam, 5 Brodie Retallick, 4 Craig Clarke (captain), 3 Ben Tameifuna, 2 Mahonri Schwalger, 1 Pauliasi Manu.
Replacements: 16 Hika Elliot, 17 Toby Smith, 18 Michael Fitzgerald, 19 Tanerau Latimer, 20 Augustine Pulu, 21 Robbie Robinson, 22 Patrick Osborne.
Date: Friday, May 3
Venue: AAMI Park, Melbourne
Kick-off: 19.40 (21.40 NZ time; 09.40 GMT)
Referee: Garratt Williamson
Assistant referees: Ian Smith, Richard Goswell
TMO: Steve Leszczynski