Coached by John Kirwan, a member of the All Blacks' 1987 winning team, Japan produced a spirited display in their opening match against France.
However with Kirwan targeting the games against Tonga and Canada for potential upsets, he has opted to name virtually a second string line-up for the encounter with his homeland.
And although the All Blacks themselves have rung the changes, there is a danger there could be a repeat of the 145-17 mauling from the 1995 tournament.
New Zealand skipper Richie McCaw had been due to make his 100th appearance but he has been withdrawn as a precaution, along with Dan Carter and Mils Muliaina, with the trio all picking up minor injuries.
Despite the late changes, the All Blacks line-up looks fairly impressive - with Andy Ellis, Cory Jane, Conrad Smith, Colin Slade, Adam Thomson, Keven Mealamu and Sam Whitelock all handed starts at Waikato Stadium.
Japan have made 10 changes to their line-up - with only Hirotoki Onozawa, Toshizumi Kitagawa, Koji Taira, Michael Leitch and Takashi Kikutani retaining their places after the 47-21 loss to France.
New Zealand: 15 Isaia Toeava, 14 Cory Jane, 13 Conrad Smith, 12 Ma'a Nonu, 11 Richard Kahui, 10 Colin Slade, 9 Andy Ellis, 1 Tony Woodcock, 2 Keven Mealamu (capt), 3 Owen Franks, 4 Brad Thorn, 5 Sam Whitelock, 6 Jerome Kaino, 7 Adam Thomson, 8 Victor Vito.Replacements: 16 Andrew Hore, 17 John Afoa, 18 Ali Williams, 19 Anthony Boric, 20 Jimmy Cowan, 21 Piri Weepu, 22 Sonny Bill Williams
Japan: 15 Taihei Ueda, 14 Takahisa Usuzuki, 13 Koji Taira, 12 Yuta Imamura, 11 Hirotoki Onozawa, 10 Murray Williams, 9 Atsushi Hiwasa, 8 Takashi Kikutani (c), 7 Michael Leitch, 6 Itaru Taniguchi, 5 Toshizumi Kitagawa, 4 Hithoshi Ono, 3 Nozomu Fujita, 2 Yusuke Aoki, 1 Naoki Kawamata.Replacements: 16 Hiroki Yuhara, 17 Kensuke Hatakeyama, 18 Yuji Kitagawa, 19 Sione Talikavili Vatuvei, 20 Tomoki Yoshida, 21 Shaun Webb, 22 Alisi Tupuailai.
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.
A cool looking all black rugby cleat with the high performance adidas is known for. Get in the Gear!
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.
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.