The Waratahs will rest five of their Wallabies for their final round clash against the Highlanders amid a team-wide reshuffle for Friday's match.
With finals all but out of the question for the Waratahs, coach Daryl Gibson has left Sekope Kepu, Rob Simmons, Michael Hooper, Bernard Foley and Kurtley Beale back in Australia as part of the World Cup resting policy.
Flyhalf Mack Mason will start for the Waratahs for the first time since a March loss to the Sunwolves, a match in which the rookie playmaker struggled .
In that match, he was replaced in the 58th minute but a 6-2 bench this weekend without Foley or Beale means that Mason will likely play out the full 80.
Gibson said he was confident Mason would take his opportunity in Invercargill.
"I think it's a great opportunity for all our players coming into the team," he said.
"They've been waiting patiently, I've been very consistent with putting out pretty much the same team every week and these guys are really energised and enthusiastic about going and fighting and representing the team.
"Mack's one of those guys - we need to give him that opportunity so he can find out exactly what the level is and experience that. That's what I'm really pleased to be able to offer these guys that opportunity.
"I fully expect him to front up and be on for the game."
Usual loosehead Tom Robertson switches to tighthead for the clash while Will Miller replaces Hooper at openside flanker.
Ned Hanigan returns from concussion to line up in the second row, alongside Tom Staniforth.
A head knock for Lachie Swinton has forced him out of the clash, with Hugh Sinclair starting at no. 8 and Michael Wells playing blindside.
Alex Newsome will line up at fullback for the first time this season, with Cam Clark and Curtis Rona on the wings.
Jack Dempsey will play his first match since round 11, with the backrower still short of full fitness.
Gibson said the no. 6 would play half an hour at most but the coaching staff was keen to give him some game time, with the World Cup approaching.
"Obviously, Jack's working his way back to full fitness and he's been excellent in the last two weeks at training and we felt this is a great opportunity to get some game time for us," he said.
"Obviously going with that 6-2 `bench points to us. We're fully expecting it to be wet and we've loaded up on forwards for that.
"We discussed just how much game time he's got in him and we felt the best decision was around just capping him at 30 minutes and he's best coming off the bench."
Hooker Tolu Latu is unavailable for the match with a court hearing for a drink driving charge on Friday but Gibson said he expected him to be available for Sydney Uni in the Shute Shield.
"I can't see any reason why he wouldn't be available for club rugby but obviously we'll be awaiting that outcome," he said.
The Waratahs take on the Highlanders in Invercargill on Friday June 14, kicking off at 5:35pm AEST, LIVE on FOX SPORTS, Kayo and via RUGBY.com.au RADIO.
1. Harry Johnson-Holmes
2. Damien Fitzpatrick
3. Tom Robertson
4. Ned Hanigan
5. Tom Staniforth
6. Hugh Sinclair
7. Will Miller
8. Michael Wells
9. Nick Phipps
10. Mack Mason
11. Curtis Rona
12. Lalakai Foketi
13. Adam Ashley-Cooper
14. Cam Clark
15. Alex Newsome
16. Andrew Tuala
17. Rory O’Connor
18. Shambeckler Vui
19. Ryan McCauley
20. Jed Holloway
21. Jack Dempsey
22. Jake Gordon
23. Tautalatasi Tasi