A double dose of Wallabies veterans will bring 172 Test caps back into the Waratahs side on Sunday, with Sekope Kepu and Rob Simmons named to face the Rebels.
Kepu has served his three match ban for a shoulder charge which saw him shown a red card against Scotland on last year's Spring Tour and comes straight in ahead of Paddy Ryan, while Simmons has overcome a quad injury to start alongside Ned Hanigan in the second row.
The return of the pair offsets some of the damage done by the absence of Jake Gordon, who copped a head knock in the clash against the Jaguares and won't play.
Mitch Short will start at halfback, with veteran nine Mick Snowden named on the bench.
There is also a reshuffle in the backline, with Bryce Hegarty coming into the starting XV at fullback and Israel Folau pushed to the right wing.
TEAM
Waratahs team to face the Rebels (Waratahs caps)
1. Tom Robertson (30)
2. Damien Fitzpatrick (34)
3. Sekope Kepu (110)
4. Ned Hanigan (18)
5. Rob Simmons (1)
6. Michael Wells (18)
7. Michael Hooper (83, captain)
8. Jed Holloway (26)
9. Mitchell Short (1)
10. Bernard Foley (90, vice-captain)
11. Curtis Rona (3)
12. Kurtley Beale (113)
13. Lalakai Foketi (3)
14. Israel Folau (78)
15. Bryce Hegarty (15)
Reserves
16. Hugh Roach (32)
17. Harry Johnson-Holmes (3)
18. Paddy Ryan (94)
19. Tom Staniforth (3)
20. Will Miller (2)
21. Mick Snowden (*)
22. Alex Newsome (3)
23. Taqele Naiyaravoro (35)
