Jamie Helleur, Luke Eves, Joe Graham, Mark Wilson and Richard Mayhew come into the Falcons team following the 26-25 victory over Gloucester last time out.
And having recorded wins over Lyon and Petrarca in the competition so far, Newcastle are determined to take a giant step towards the qualification against the big-spending French outfit.
However old boys Wilkinson and Hayman stand in their way after they were included in a star-studded Toulon squad - which is also unbeaten in this season's competition.
World Cup-winner Wilkinson will start the match on the bench, but Hayman will lead a pack that includes fellow former Premiership stars Joe El Abd, Dean Schofield and Eifion Lewis-Roberts.
France centre and Australian full-back Luke Rooney have also been named in starting XV for the clash.
Newcastle: 15 Greg Goosen, 14 Luke Eves, 13 Jamie Helleur, 12 James Fitzpatrick, 11 Ryan Shortland, 10 Jimmy Gopperth, 9 Jordi Pasqualin, 8 Richard Mayhew 7 Will Welch, 6 Mark Wilson, 5 Andrew van der Heijden, 4 James Hudson, 3 Euan Murray, 2 Joe Graham, 1 Grant Shiells. Replacements: 16 Ashley Wells, 17 Darren Fearn, 18 Dan Frazier, 19 Taiasina Tu'ifua, 20 Ally Hogg, 21 Will Chudley, 22 Chris Pilgrim, 23 Tom Catterick
Toulon: 15 Luke Rooney, 14 Jeremy Sinzelle, 13 Mathieu Bastareaud, 12 Geoffroy Messina, 11 Benjamin Lapeyre, 10 Julien Dumora, 9 Laurent Magnaval, 8 Seva Rokobaro, 7 Joe El Abd, 6 Pierrick Gunther, 5 Dean Schofield, 4 Konstantine Mikautadze, 3 Carl Hayman, 2 Jean-Charles Orioli, 1 Eifion Lewis-Roberts. Replacements: 16 Mickael Ivaldi, 17 Xavier Chiocci, 18 Levan Chilachava, 19 Alafoti Faosiliva, 20 Baptiste Bonnet, 21 Jonny Wilkinson, 22 Alexis Palisson, 23 Christophe Samson
Gilbert has released a new line of rugby cleats. The Gilbert Virtuo 8S is part of the exciting new product. Check it out.
The entire All Blacks apparel line has been updated for 2013/14. Check out the New Zealand All Blacks polo.
The Nike Tiempo is a solid rugby cleat and one of few styles still made from full-grain natural leather.
The Gilbert Blitz 8S rugby cleat is a great cleat at a great price of $69.99. Get a new pair of cleats today.
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Wear the crest of the British and Irish Lions on your t-shirt. A great look for the summer.
The All Blacks Performance t-shirt is black with hints of blue from the training jersey. Very Cool.
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The USA Rugby Pro Alternate rugby jersey is perfect for any fan of the Eagles. Get yours to wear during the summer Test matches.
The NEW All Blacks 2013/14 jersey has arrived at World Rugby Shop. Dare to wear the colors of the All Blacks.