Australia star Reece Hodge makes his first start of the season for the Rebels as they bid to create history and claim a first win in South Africa against the Lions.
His inclusion at No.11 is one of five changes to the side following their 29-26 win over the Brumbies. Hodge, who has made two appearances off the bench this season, replaces Marika Koroibete for the round five clash.
Coach Dave Wessels said he wanted to keep Australia international winger Koroibete fresh ahead of a tough run of six consecutive games.
"We've got a run of eight games and we are just trying to be smart about whoever's taking to the field is fresh and I think Hodgey brings a kicking game at altitude which could be valuable for us," he added.
Lock Ross Haylett-Petty will also make his first start of the season while prop Tetera Faulkner, hooker Anaru Rangi and flanker Luke Jones are also brought into the run-on side.
Flanker Rob Leota has been left out of the side while Matt Gibbon, Robbie Abel, Matt Philip and Koroibete will be on the bench.
Wessels has named Sione Tuipulotu as a replacement centre, in what could potentially be the 22-year-old's first game for the Melbourne franchise since 2017.
The Rebels have won all three of their games so far this season, and Wessels believes they can earn their first win in the country of his birth.
"We are a different team to Rebels teams that have come here in the past," said the coach. "Right from the start of the season, our focus has been on trying to find the best version of ourselves and that's got us to where we are now."
The Rebels are 3.20 to win their game against the Lions, who are 1.36.
View all Rugby Union betting