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.
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The All Blacks Performance t-shirt is black with hints of blue from the training jersey. Very Cool.
The New Zealand All Blacks training jersey for 2013/14. Get in the Gear!
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.
