Waikato No8 Matt Vant Leven has been handed the challenge of marking in-form Rebels counterpart Scott Higginbotham for the Chiefs on Friday night.
Vant Leven's inclusion for his first start of the season is one of several changes to a Chiefs team which struggled to beat the Sharks despite an incredible start at Waikato Stadium last weekend.
Prop Ben Tameifuna replaces Michael Kainga, who has a shoulder injury, an affliction shared by midfielder Richard Kahui, who was a late withdrawal against the Sharks due to a hamstring problem.
Pauliasi Manu comes in at loosehead prop for Toby Smith, who drops to the reserves bench, and Brendon Leonard replaces Augustine Pulu at halfback.
Vant Leven could have his hands full trying to contain Higginbotham at Aami Park. The Wallabies player was in dynamic form for the Rebels against the Crusaders in Christchurch last weekend, scoring a try and almost manufacturing a big upset.
Sam Cane starts at openside flanker, with Liam Messam at blindside.
Mahonri Schwalger keeps his place at hooker after an impressive performance on his return from injury against the Sharks.
The Chiefs team to play the Rebels at Aami Park on Friday, kick-off 9.40pm NZT is: Gareth Anscombe, Lelia Masaga, Tim Nanai-Williams, Bundee Aki, Aseali Tikoirotuma, Aaron Cruden, Brendon Leonard, Matt Vant Leven, Sam Cane, Liam Messam, Brodie Retallick, Craig Clarke (c), Ben Tameifuna, Mahonri Schwalger, Pauliasi Manu. Reserves: Hika Elliot, Toby Smith, Michael Fitzgerald, Tanerau Latimer, Augustine Pulu, Robbie Robinson, Patrick Osborne.