Wallabies trio Will Genia, Marika Koroibete and Adam Coleman will slot straight back into the Rebels side for a crunch match against the Reds.
The three Test players, along with Isi Naisarani, were rested for Melbourne's loss to the Sharks in Durban and will all start this Saturday night.
Reece Hodge has shifted to fullback with Jack Maddocks back to the wing and Tom English moved from the edge into outside centre.
Rebels coach Dave Wessels said Hodge would feel more settled being in the 15 jersey.
"He's obviously a great player, we want to get his hands on the ball as much as we can," he said.
"To keep people guessing, is probably our thinking ... but he'll feel more comfortable doing that (injecting himself) from fullback."
It will the first time that Genia and long-time Reds halves partner Quade Cooper have returned to Suncorp Stadium as a duo and the stakes are high.
"His (Genia's) combination with Quade means a lot. The two of them have played a lot at Suncorp ... both have played over 100 games there," Wessels said.
"We didn't play well against the Sharks, we're frustrated about that.
"What's going to win the game is our intensity and (the) speed at which we're able to play the game."
Melbourne burst out of the blocks this year with three straight wins but returned from their two-week Africa tour without a victory, leaving them 3-2 so far.
A win will be vital in keeping them in touch with the Australian conference-leading Waratahs.
The Rebels take on the Reds on Saturday night, kicking off at 6:45pm local, 7:45pm AEDT, LIVE on FOX SPORTS and via RUGBY.com.au RADIO. Buy tickets here.
TEAM
Rebels to face Reds
1. Tetera Faulkner
2. Anaru Rangi
3. Sam Talakai (v/c)
4. Matt Philip
5. Adam Coleman
6. Luke Jones
7. Angus Cottrell (c)
8. Isi Naisarani
9. Will Genia
10. Quade Cooper
11. Marika Koroibete
12. Billy Meakes
13. Tom English
14. Jack Maddocks
15. Reece Hodge
Reserves
16. Robbie Abel
17. Matt Gibbon
18. Jermaine Ainsley
19. Esei Ha'angana
20. Rob Leota
21. Michael Ruru
22. Campbell Magnay
23. Sione Tuipulotu