The British and Irish Lions have made wholesale changes to their line-up for Wednesday's tour match with the Western Force - with Brian O'Driscoll set to captain the side.
Warren Gatland was always set to rotate his squad following the 59-8 rout over the Barbarians in Hong Kong, with the Lions head coach keen for all 37 players to get some game time early in the tour.
George North, Jonathan Sexton, Conor Murray, Cian Healy, Alun-Wyn Jones and Jamie Heaslip are promoted from the bench following the win over the BaaBaas, however Sam Warburton is a noticeable absentee.
The tour captain is still sidelined with a knee problem so O'Driscoll, the 2005 skipper, steps in to lead the side.
Warburton is expected to be fit to start against the Reds on Saturday, though - as is Gethin Jenkins, however Rob Kearney (hamstring) remains a doubt.
In Kearney's absence Leigh Halfpenny, the star of the RBS Six Nations, is handed the No 15 jersey.
There is a distinctive Irish feel to the back division, with O'Driscoll joined by Tommy Bowe, Sexton and Murray - while their are first starts for Manu Tuilagi, at inside centre, and George North.
Sean O'Brien has been passed fit to wear the No 7 shirt, with Tom Croft and Heaslip teaming up with him in the back row.
Jones and Ian Evans will form an all-Wales second row, while Healy, Rory Best and Dan Cole are the front-row.
Gatland said: "There were a lot of positives to come out of the first match in Hong Kong. Our fitness and application were excellent and we operated well in the set pieces.
"That said, it was our first match and naturally we were a bit rusty, and there is definitely room for improvement.
"Of course this is a completely new team and the challenge is to ensure that the selected players continue the on-field progress we are seeking.
"With Brian at the helm you can be sure they will be ready to emulate the victory against the Barbarians. This is his fourth Lions tour and he is a respected leader."
British and Irish Lions: 15 Leigh Halfpenny, 14 Tommy Bowe, 13 Brian O'Driscoll, 12 Manu Tuilagi, 11 George North, 10 Jonathan Sexton, 9 Conor Murray, 1 Cian Healy, 2 Rory Best, 3 Dan Cole, 4 Alun-Wyn Jones, 5 Ian Evans, 6 Tom Croft, 7 Sean O'Brien, 8 Jamie Heaslip.
Replacements: 16 Tom Youngs, 17 Mako Vunipola, 18 Matt Stevens, 19 Geoff Parling, 20 Toby Faletau, 21 Ben Youngs, 22 Owen Farrell, 23 Sean Maitland.