The Rebels have shifted their star signing James O'Connor to flyhalf for the clash with the Cheetahs in Melbourne on Sunday.
The talented Wallaby back has started at inside centre for the first two matches this season, but takes over the No.10 jersey from the injured Danny Cipriani this week.
Cipriani has been included on the bench, despite being deemed not fit enough to start the match.
Kurtley Beale missed out with a calf injury, while Mitch Inman is out with a hamstring problem, giving head coach Damien Hill some headaches selected his backline.
In a brand new centre pairing Lloyd Johansson is given his first start, while the experienced Mark Gerrard moves from the wing to outside centre.
Utility back Julian Huxley is given a run at fullback, while Lachlan Mitchell is back in the team on the right wing for the match.
There are no changes in the forwards from the team that gave the reds a run for their money last weekend.
On the bench Ged Robinson has recovered from a calf injury to provide hooker cover, while James Hilgendorf will offer additional backline cover.
Rebels: 15 Julian Huxley, 14 Lachlan Mitchell, 13 Mark Gerrard, 12 Lloyd Johansson, 11 Cooper Vuna, 10 James O'Connor, 9 Richard Kingi, 8 Gareth Delve (captain), 7 Tom Chamberlain, 6 Tim Davidso, 5 Hugh Pyle, 4 Luke Jones, 3 Laurie Weeks, 2 Adam Freier, 1 Nic Henderson.
Replacements: 16 Ged Robinson, 17 Rodney Blake, 18 Alister Campbell, 19 Jarrod Saffy, 20 Nick Phipps, 21 Danny Cipriani, 22 James Hilgendorf.
Date: Sunday, March 18
Venue: AAMI Park, Melbourne
Kick-off: 16.10 (05.10 GMT)
Referee: Garratt Williamson (New Zealand)
Assistant referees: Andrew Lees (Australia), James Leckie (Australia)
TMO: Steve Lesczcynski (Australia)
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