The Rebels have resisted the temptation to rush back injured Wallaby James O'Connor for the all-Aussie Super Rugby derby against the Waratahs on Friday.
O'Connor has not fully recovered from the chest injury that ruled him out of last week's historic win over the Stormers.
The Rebels' medical staff decided not to risk the 23-year-old.
Rebels High Performance Manager Mark Andrews said the risk was too great at this early stage.
"James was desperate to play, which was admirable," Andrews said.
"However it would not be in the team's or player's best interest to risk further damage when the injury has not fully healed."
Changes to the team see Nick Phipps and Luke Jones both returning to the starting line-up.
Rebels: 15 Jason Woodward, 14 Tom English, 13 Mitch Inman, 12 Rory Sidey, 11 Lachlan Mitchell, 10 Bryce Hegarty, 9 Nick Phipps, 8 Scott Higginbotham (captain), 7 Scott Fuglistaller, 6 Jarrod Saffy, 5 Luke Jones, 4 Hugh Pyle, 3 Laurie Weeks, 2 Ged Robinson, 1 Nic Henderson.
Replacements: 16 Shota Horie, 17 Paul Alo-Emile, 18 Cadeyrn Neville, 19 Gareth Delve, 20 Nic Stirzaker, 21 James Hilgendorf, 22 Kimami Sitauti.
Date: Friday, May 24
Venue: AAMI Park, Melbourne
Kick-off: 19.40 (09.40 GMT)
Referee: Garratt Williamson (New Zealand)
Assistant referees: Rohan Hoffmann (Australia), Matt O'Brien (Australia)
TMO: Peter Marshall (Australia)