Brisbane - England centre Manu Tuilagi has recovered from a shoulder injury and will start for the British and Irish Lions against the Rebels on Tuesday.
The team will be led by England lock Geoff Parling, whose wife gave birth to a baby daughter last week and who links up in the second row with Scotland's Richie Gray in a strong pack named by coach Warren Gatland on Sunday.
Although this was clearly a second string, or dirt-tracker, team, Gatland said a good performance would put players in contention for the second test, where they will be looking to wrap up the series after Saturday's 23-21 win over the Wallabies.
"I think it's important for the players to get an opportunity on Tuesday," the New Zealander said.
"We've kept saying all along that there's still a chance for performances to really catch the eye and Tuesday night is another chance to go out and impress.
"We were disappointed with the Brumbies result, I think it was a gentle reminder of certain things we needed to remember for the Test match.
"So for certain guys taking the field on Tuesday, it would be nice to continue with that momentum for the second test."
Several players saw their Test places go up in smoke when the Lions lost to Jake White's Brumbies in Canberra last Tuesday and get a chance to make amends.
There is also a string contingent of players who were on the bench against the Wallabies at Lang Park, including loose forward Dan Lydiate and Scottish back Sean Maitland.
Owen Farrell starts at flyhalf in a halfback partnership with Irishman Conor Murray, while hooker Rory Best, who captained the Lions against the Brumbies, is named among the replacements.
Sean O'Brien gets a chance to impress at openside flank with Lydiate coming in at blindside and Justin Tipuric, a favourite of many for a Test start at the beginning of the tour, on the bench.
Tuilagi suffered a shoulder injury during the match against the Reds two weeks ago and has not played since but will link up with Brad Barritt in midfield for the match against Australia's youngest Super Rugby team.
Irish winger Tommy Bowe, who played a major role on the 2009 series in South Africa, has made a rapid recovery after fracturing a bone in his hand against the Reds but was not included in the team to ensure he is fit for Saturday.
There was also good news about another centre, Welsh battering ram Jamie Roberts, who sustained a hamstring strain in last weekend's match against the Waratahs.
"They've done a fantastic job getting those guys back and fit and we don't think Jamie Roberts is too far away as well, he was up and running last week and he's potentially in contention for that second test as well," Gatland said on Sunday.
"So to have Tommy fit and back and to have Manu fit and back as well it's a great contribution from the medical team and the fitness staff.
"The squad is looking healthy, we've got nearly everyone available, which is great, and if you look at the Australians, they took a bit of a battering last night.
"So we're in a good place now and looking forward to Tuesday."
British and Irish Lions:
15-Rob Kearney, 14-Sean Maitland, 13-Manu Tuilagi, 12-Brad Barritt, 11-Simon Zebo, 10-Owen Farrell, 9-Conor Murray, 8-Toby Faletau, 7-Sean O'Brien, 6-Dan Lydiate, 5-Geoff Parling (captain), 4-Richie Gray, 3-Dan Cole, 2-Richard Hibbard, 1-Ryan Grant.
Substitutes: 16-Rory Best, 17-Mako Vunipola, 18-Matt Stevens, 19-Ian Evans, 20-Justin Tipuric, 21-Ben Youngs, 22-Billy Twelvetrees, 23-Stuart Hogg.