Coach Jamie Joseph has reshuffled the forward pack and made one forced change in the backs for the Highlanders' Super Rugby clash with the Lions in Dunedin.
Lock Tom Franklin and prop Josh Hohneck, who started in the defending champions' 17-16 win over the Hurricanes last weekend, have been given a break and will sit out Saturday night.
Alex Ainley comes in for Franklin, while Siosiua Halanukonuka replaces Hohneck.
Co-skipper Shane Christie and fellow loose forward Elliot Dixon also get a breather by moving to the bench.
Liam Squire comes back to the No.8 jersey, with Luke Whitelock moving to blindside flanker for Dixon, and Dan Pryor takes over from Christie on the openside.
At inside centre, Teihorangi Walden has been ruled out because of concussion, replaced by Rob Thompson, who will make his debut for the Highlanders.
The Johannesburg-based Lions are also coming off a win, having upset the Chiefs 36-32 in Hamilton to be unbeaten after two rounds.
Highlanders: Ben Smith (capt), Matt Faddes, Malakai Fekitoa, Rob Thompson, Patrick Osborne, Lima Sopoaga, Aaron Smith, Liam Squire, Dan Pryor, Luke Whitelock, Joe Wheeler, Alex Ainley, Siosiua Halanukonuka, Liam Coltman, Brendon Edmonds. Res: Ash Dixon, Daniel Lienert-Brown, Ross Geldenhuys, Elliot Dixon, Shane Christie, Josh Renton, Hayden Parker, Jason Emery.
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