The Rebels will call on a near full-strength XV as they look to prove a point in their Super Rugby opener.
Will Genia is the only change to the starting XV coach Dave Wessels named to face the Waratahs at Brookvale Oval, with most of their biggest names lining up on Friday night.
Billy Meakes will come off the bench in his first game back from foot surgery, with Reece Hodge and Tom English starting in the centres.
Capped Wallabies Marika Koroibete and Richard Hardwick are both missing with injury, as well as England international Geoff Parling, while flanker Colby Faingaa is in Tonga on personal leave.
Wessels said the competition in selection had been tight.
"The players we’ve picked have earned the opportunity to represent us against the Reds through their hard work, commitment and consistent intensity over the pre-season," he said.
"But I’ve also been impressed with the reaction of those players who have just missed out this week.
"The way they have applied themselves in training, knowing they are pushing the players ahead of them for the good of the team, has been pretty special.”
Wessels said he expected a tough encounter on Friday night.
“We expect the Reds to be physical and fit. And we’ve prepared ourselves for a confrontational game," he said.
"Our aim is pretty simple - no matter what the outcome, we want to make the people of Melbourne proud through the commitment and intensity of our performances."
The Rebels host the Reds on Friday night at AAMI Park, kicking off at 7:45pm AEDT. Buy tickets here.
TEAM
Rebels to face the Reds
1. Tetera Faulkner
2. Jordan Uelese
3. Jermaine Ainsley
4. Matt Philip
5. Adam Coleman (c)
6. Lopeti Timani
7. Angus Cottrell
8. Amanaki Mafi
9. Will Genia
10. Jack Debreczeni
11. Sefa Naivalu
12. Reece Hodge
13. Tom English (vc)
14. Jack Maddocks
15. Dane Haylett-Petty
Reserves
16. Anaru Rangi
17. Fereti Sa’aga
18. Sam Talakai
19. Sam Jeffries
20. Ross Haylett-Petty
21. Michael Ruru
22. Semisi Tupou
23. Billy Meakes
