Irish winger Simon Zebo has been called up for the British and Irish Lions and will make his debut against New South Wales Waratahs on Saturday.
Zebo was called up to the squad on Tuesday and goes straight into the side that will include many contenders for the first Test.
George North, Brian O'Driscoll and Manu Tuilagi will not be risked as they carry slight injuries and will be rested ahead of the first Test against Australia on 22 June.
Jonny Sexton has been passed fit and will line-up with half-back Mike Phillips, a combination likely to start the first Test.
Despite a strong side, rumoured to be close to that of the first Test, head coach Warren Gatland insists there are still places to play for.
"A good confident performance on Saturday will go a long way for some players, but we are still looking at combinations and have said to them that the Test team won't be selected until after Tuesday," he told reporters.
The back five of the pack looks like it could start the first Test with Alun Wyn Jones and Paul O'Connell paired in the second row.
The flanker partnership of Sam Warburton and Tom Croft start their second game of the tour, alongside Jamie Heaslip at number eight.
Hooker Tom Youngs will have the chance to impress alongside props Mako Vunipola and Adam Jones.
Sean Maitland will play in his favoured right wing position with Rob Kearney making his first appearance of the tour with recovering from a hamstring injury.
The Waratahas will be without nine Australians through injury or preparing for the upcoming first Test.
Lions team: Leigh Halfpenny; Sean Maitland, Jonathan Davies, Jamie Roberts, Simon Zebo; Jonathan Sexton, Mike Phillips; Mako Vunipola, Tom Youngs, Adam Jones, Alun Wyn Jones, Paul O'Connell , Tom Croft, Sam Warburton (capt), Jamie Heaslip
Replacements: Richard Hibbard, Alex Corbisiero, Dan Cole, Geoff Parling, Dan Lydiate, Ben Youngs, Owen Farrell, Rob Kearney
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