Tony McGahan has completely remodelled his side to take on the Waratahs, making nine changes to his starting XV.
McGahan's hand has been forced by injury but he also welcomes back some stars.
The biggest of those stars is Sean McMahon.
His return to rugby against the Reds last week was eye catching and he will start at openside flanker alongside the returning Lopeti Timani and Amanaki Mafi.
Up front, Tyrel Lomax comes back into the front row in place of Laurie Weeks, while Culum Retallick gets the nod in place of the injured Dominic Day.
Injuries to Tom English and Sefa Naivalu means just two backline players will start in the same position as last Saturday - Ben Meehan and Marika Koroibete.
Jackson Garden-Bachop slots in at flyhalf, with Ben Volavola shifting back to fullback.
Reece Hodge will join Mitch Inman in the centres, with Jack Maddocks set to start on the right wing - his first start since injuring his shoulder in round one.
On the bench, Colby Fainga'a has been named on the bench after overcoming a quad injury and Sione Tuipulotu returns from Australian U20s camp to provide injury cover.
Jonah Placid has also been named in the 23.
TEAM
Rebels team to face the Waratahs
1. Toby Smith
2. James Hanson
3. Tyrel Lomax
4. Culum Retallick
5. Steve Cummins
6. Lopeti Timani
7. Sean McMahon
8. Amanaki Mafi
9. Ben Meehan
10. Jackson Garden-Bachop
11. Marika Koroibete
12. Reece Hodge (captain)
13. Mitch Inman
14. Jack Maddocks
15. Ben Volavola
Reserves
16. Siliva Siliva
17. Fereti Sa’aga
18. Laurie Weeks
19. Esei Haangana
20. Colby Fainga’a
21. Harrison Goddard
22. Sione Tuipulotu
23. Jonah Placid
The Rebels take on the Waratahs on Sunday afternoon, kicking off at 4:05pm AEST, broadcast LIVE on FOX SPORTS and on radio at RUGBY.com.au.
