Melbourne have made four changes, including the return of Wallabies back Reece Hodge, as they seek a breakthrough Super Rugby win against the Bulls in Pretoria on Saturday.
Hodge missed last round's home loss to the Jaguares with a hamstring injury and returns in the centres, while Michael Ruru will have his first Rebels start replacing injured halfback Will Genia.
Test lock Matt Philip and backrower Angus Cottrell have also come into the starting line-up as the Rebels chase their first win on South African soil.
Centre Billy Meakes, lock Geoff Parling and flanker Richard Hardwick have been relegated to the bench.
While Melbourne have lost their last two outings after an impressive start to the season, the Bulls have recently found their best form under ex-All Blacks coach John Mitchell.
The Bulls have beaten fellow South African teams the Stormers and Sharks in impressive fashion over the past two rounds.
Rebels coach Dave Wessels said his team were embracing the challenge of playing in South Africa's rugby heartland.
"The Rebels have never won in South Africa, but to change that we're going to have to play well against a very good Bulls team," Wessels said.
"It's exciting for guys like Michael (Ruru) and Harrison (Goddard); they have a great opportunity to impose themselves on the Super Rugby competition.
"The Bulls have played very well in the last few weeks and they're obviously well-coached so we know that we're going to have to be at our best."
Rebels: Dane Haylett-Petty, Jack Maddocks, Tom English, Reece Hodge, Marika Koroibete, Jack Debreczeni, Michael Ruru, Amanaki Mafi, Angus Cottrell, Ross Haylett-Petty, Adam Coleman (capt), Matt Philip, Sam Talakai, Anaru Rangi, Tetera Faulkner. Res: Jordan Uelese, Fereti Sa'aga, Jermaine Ainsley, Geoff Parling, Richard Hardwick, Harrison Goddard, Billy Meakes, Sefa Naivalu.
