Christchurch - Lions coach Dick Muir has benched former All Blacks flyhalf Carlos Spencer for his team's Super 14 clash against the Crusaders in Christchurch on Saturday.
Kick-off is at 06:30 SA time.
Spencer, who has come under fire for his performances to date, has been replaced by Burton Francis.
In other changes, wing Tonderai Chavhanga drops out of the match-day 22 and is replaced by Wigan Pekeur. Scrumhalf JP Joubert, who is replaced by Jano Vermaak, also finds himself with the weekend off.
Hooker Hannes Franklin is the sole front row survivor from the Lions' 73-12 defeat to the Waratahs and will scrum down alongside Ross Geldenhuys and JC Janse van Rensburg with Heinke van der Merwe set to start on the bench, while Kevin Buys gets a break.
15. Earl Rose, 14. Wigan Pekeur, 13. Walter Venter, 12. Doppies la Grange, 11. Wandile Mjekevu, 10. Burton Francis, 9. Jano Vermaak, 8. Todd Clever, 7. Derick Minnie, 6. Cobus Grobbelaar (captain), 5. Franco van der Merwe, 4. George Earle, 3. Ross Geldenhuys, 2. Hannes Franklin, 1. JC Janse van Rensburg
Substitutes: 16. Charles Emslie, 17. Heinke van der Merwe, 18. Willem Stoltz, 19. Robert Kruger/Jacques Lombaard, 20. Jacques Coetzee, 21. Carlos Spencer, 22. Michael Killian