Brumbies coach Jake White has been forced to make a change to the starting side which beat the Reds last weekend.
Joseph Tomane has been given given the nod to start on the wing in Melbourne in place of Henry Speight.
Fijian flyer, Speight, will sit out this weekend's match with the Rebels after suffering bruising to his ribs during the Round One clash with the Reds.
The Australian Conference's top try-scorer in 2012 was cleared of serious damage to his ribs earlier in the week.
With Tomane moving to the starting side, young gun Tevita Kuridrani makes his first appearance of 2013 on the Brumbies bench.
Ruaidhri Murphy drops from the 22 for Saturday's blockbuster in Melbourne, with Scott Sio claiming his spot in the No.17 jersey.
Like Kuridrani, it's Sio's first appearance for the season having played four times for the Brumbies during his debut year in 2012.
White said playing away from home in an Australian derby was always a huge challenge and that Saturday's clash with the Rebels would be no different.
"It's an Australian derby so you know it's going to be a tough, passionate game with plenty of feeling," White said.
"That Rebels starting side has six internationals and another handful of guys, like Mitch Inman, who have been involved with the national camps recently.
"Those are the sorts of players our guys want to play against to the test themselves with the best.
"There's no doubt the Melbourne crowd will be behind the Rebels, they are very passionate about their sport in that part of the world. But I'm confident we'd done the hard work and should be good enough to leave Melbourne with a win."
This is the fifth time the Rebels and the Brumbies have faced off since the Melbourne side was admitted to the Super Rugby competition back in 2011.
The Brumbies have lost just the one match against the Rebels, the first time the two teams met in Melbourne in Round 2, 2011.
Brumbies: 15 Jesse Mogg, 14 Joe Tomane, 13 Andrew Smith, 12 Christian Lealiifano, 11 Clyde Rathbone, 10 Matt Toomua, 9 Nic White, 8 Ben Mowen (captain), 7 David Pocock, 6 Peter Kimlin, 5 Sam Carter, 4 Scott Fardy, 3 Dan Palmer, 2 Stephen Moore, 1 Ben Alexander.
Replacements: 16 Siliva Siliva, 17 Scott Sio, 18 Fotu Auelua, 19 Colby Faingaa, 20 Ian Prior, 21 Robbie Coleman, 22 Tevita Kuridrani.
Date: Friday, February 22
Venue: AAMI Park, Melbourne
Kick-off: 19.40 (08.40 GMT)
Referee: James Leckie
Assistant referees: Angus Gardner, Ian Smith
TMO: George Ayoub