The Highlanders will look to continue their unbeaten start to the season in Melbourne this week without the services of All Blacks duo Aaron and Ben Smith.
The pair have been left out of the squad to meet the Rebels and AAMI Stadium on Friday night, as well as co-captain Luke Whitelock.
Kayne Hammington returns to the No.9 jersey with Aaron Smith left out, while Bryn Gatland gets his first start as a Highlander in the No.10 jersey with Josh Ioane shifting to cover fullback.
Elliot Dixon gets the start in the No.8 jersey with Whitelock out, while Ash Dixon will take on captaincy duties.
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The Highlanders have had to rely on late game heroics to claim wins in each of their first two matches of the season and while it got them on the board early, the side know they have plenty to improve.
"We are happy with the outcome of the first two games, with plenty of positives to build upon, however, there are a few areas to tidy up in both our defence and attack," head coach Aaron Mauger said.
Mauger also gave a nod to the depth in the Highlanders squad. The side brought in two first five-eighths this season in Gatland and Marty banks to compete for the No.10 jersey. While it was initially given to Ioane, Gatland gets his chance to stake a claim to it this weekend.
"I am happy with the depth within our squad and the competition for positions is helping drive our preparation and performances each week."
The match could also see the Super Rugby debuts of Halfback Folau Fakatava, hooker Ricky Jackson and prop Josh Iosefa-Scott who were all named on the bench.