Willem Alberts and Andries Coetzee will start for the Lions in the Challenge Cup round of 16 match against Benetton in Treviso on Saturday.
Hooker Jaco Visagie captains a heavily-rotated Lions team from the side that suffered a loss to Ospreys in the Vodacom URC.
Visagie is part of a forward pack that features three changes, with loosehead prop Morgan Naude, veteran lock Alberts and No 8 Hanru Sirgel all recalled to the starting lineup.
In the backline, the Lions have left out star Sanele Nohamba from the matchday 23, with Morne van den Berg starting at scrumhalf, while Nico Steyn is named on the bench.
A new-look midfield sees Zander du Plessis and Richard Kriel start together for the first time. Experienced fullback Coetzee will face his former side, joined by wings Stean Pienaar and Rabz Maxwane.
Photo: Seb Daly/Sportsfile/Gallo Images