England lock Geoff Parling has been named as the British and Irish Lions captain for the tour game against the Rebels.
Parling was praised for his leadership in the tour game against the Brumbies despite the 14-12 loss.
And he now follows Paul O'Connell, Brian O'Driscoll, Sam Warburton and Rory Best in leading out the Lions on the tour on Tuesday.
Parling is one of six players who start the clash after being on the bench for the 23-21 first Test win over Australia - with Sean Maitland, Owen Farrell, Richard Hibbard, Dan Cole and Dan Lydiate joining him in the line-up.
There is also a welcome return to full fitness for Manu Tuilagi, who has recovered from a shoulder injury to start. However Jamie Roberts and Tommy Bowe won't be risked.
Tuilagi, Farrell and Maitland are joined in the back division by England centre Brad Barritt and the Irish trio of Conor Murray, Simon Zebo and Rob Kearney.
In the pack there are also starts for Ryan Grant, Richie Gray, Sean O'Brien and Toby Faletau.
Ben Youngs, who was on the bench in Brisbane, will continue to provide cover among the replacements in Melbourne.
He is joined by compatriots Matt Stevens and Billy Twelvetrees, Wales forwards Ian Evans and Justin Tipuric, Ireland internationals Rory Best and Tom Court and Scotland back Stuart Hogg.
Court has been called up as injury cover for Alex Corbisiero. Mako Vunipola, who was orignally named on the bench for the clash with the Rebels, has dropped out of the squad to make way for him.
Head coach Warren Gatland said: "I am very pleased for Geoff. For him to be part of a winning Lions Test side is very special and he has shown throughout the tour that he is one of the many leaders we have in the squad so we are looking forward to seeing him in that captaincy role.
"It is also good to get Manu back on the pitch after a frustrating injury. This is a good chance for him and others to put their hands up."
British and Irish Lions: 15 Rob Kearney, 14 Sean Maitland, 13 Manu Tuilagi, 12 Brad Barritt, 11 Simon Zebo, 10 Owen Farrell, 9 Conor Murray, 1 Ryan Grant, 2 Richard Hibbard, 3 Dan Cole, 4 Richie Gray, 5 Geoff Parling (c), 6 Dan Lydiate, 7 Sean O'Brien, 8 Toby Faletau.
Replacements: 16 Rory Best, 17 Tom Court, 18 Matt Stevens, 19 Ian Evans, 20 Justin Tipuric, 21 Ben Youngs, 22 Billy Twelvetrees, 23 Stuart Hogg