Rebels coach Dave Wessels has made seven changes to his starting XV for the clash with the Sharks, handing Billy Meakes and Geoff Parling their first starts for the club.
The absence of Dane Haylett-Petty, who was knocked unconscious in an ugly collision with Israel Folau's hip on Sunday, is the only forced change, though, with Wessels shuffling a side that was well beaten by the Waratahs in their last start.
Jack Maddocks shifts from the wing to fullback in place of Haylett-Petty, with Sefa Naivalu back in the starting XV to fill the hole on the right wing.
Up front, Parling will pack down alongside Adam Coleman, with Matt Philip pushed to the bench.The back row takes a completely new shape, too, with Colby Faingaa named at openside flanker and Angus Cottrell brought straight back into the starting XV in place of Lopeti Timani, who has been left out of the 23 altogether.
The other significant shift is in the centres, with Tom English relegated to the bench in favour of Billy Meakes, Reece Hodge sliding across to outside centre.
It's a hefty response to a lacklustre second half against the Tahs from Wessels, who thought his side were well below their best on Sunday.
"One of our responsibilities as a team is... If we were a 100m runner, our job would be to run our best," Wessels said.
"Say that's a 9.9, your job every week is to come out every weekend and run a 9.9.
"If somebody on the day runs a 9.8, so be it - you got beaten by a team better than you.
"Our frustration is - not taking anything away from the Waratahs - we don't feel we ran our own 9.9.
"So our focus has been on getting energy back in the right place."
While seven changes on face value seems a huge shift, Wessels said he was adopting a horses for courses approach to this week's clash - particularly in the forward pack.
The omission of Timani - who has been in good form - was more due to managing his workload, rather than his level of play, in Wessels' eyes.
Bringing in Parling was also a ploy to try and nullify the Sharks' best asset - their lineout."Geoff Parling is a British and Irish Lion and he is that because of his work around the set piece," Wessels said.
"He's very smart and we will have a few plans up our sleeve to try and disrupt the Sharks."
Moving Maddocks to fullback was a logical choice, given he has starred through the opening month.
"Jack's I think just really enjoying his rugby at the moment," Wessels said.
"When he's getting the ball he's creating problems, strategically he's making some really good decisions and he's incredibly fit.
"I think it's a good opportunity for him to have a run at 15."
Jordan Uelese hasn't yet overcome a hamstring strain but is a near certain starter against the Hurricanes next Friday.
Rebels team to face the Sharks
1. Tetera Faulkner
2. Anaru Rangi
3. Jermaine Ainsley
4. Geoff Parling
5. Adam Coleman (c)
6. Angus Cottrell
7. Colby Fainga’a
8. Amanaki Mafi
9. Will Genia
10. Jack Debreczeni
11. Marika Koroibete
12. Billy Meakes
13. Reece Hodge
14. Sefa Naivalu
15. Jack Maddocks
16. Mahe Vailanu
17. Fereti Sa’aga
18. Sam Talakai
19. Matt Philip
20. Ross Haylett-Petty
21. Richard Hardwick
22. Michael Ruru
23. Tom EnglishThe Rebels host the Sharks at AAMI Park on Friday night, kicking off at 7:45pm AEDT, broadcast LIVE on FOX SPORTS and RUGBY.com.au radio.