He played a key role in Wellington's 55-16 win over Counties in round one but said that result would count for little tonight against the Ranfurly Shield holders.
"We are expecting a totally different team than what we played in the first round," Proctor said. "They've improved heaps and I guess they've had a lot of finals footy compared to us ... looking after the Shield week in, week out, it's like finals footy. So they've got a bit of experience there."
Proctor's swift recovery has come at a perfect time for Wellington coach Chris Boyd, who was unable topick Cory Jane (All Black duty)and Charlie Ngatai (hamstring) topull on the No15 jersey.
"I've come back on the good side of six weeks and heaps of credit goes to the medical staff," Proctor said. "They've done a pretty good job of getting me back out there."
Halfback Frae Wilson is another player returning for the semifinal encounter after he suffered a knee injury in week five.
It's a gamble from Boyd to bring Wilson straight into the starting side given Tomasi Palu had functioned so smoothly behind Wellington's dominant forward pack recently.
The Lions come into the playoffs on the back of a disappointing 35-24 loss to Hawkes Bay in Napier last week, which robbed them of a perfect 10 from 10 for the regular season.
"A performance like that can do two things," Boyd said. "It can either erode your confidence or steel your resolve and I think for us it's been the latter. There's been a lot of disappointment in that performance and the outcome."
Wellington wing Ambrose Curtis returns to the squad and will play from the bench after being on New Zealand sevens duty for the past two weeks, while Shaun Treeby will start at second-five after missing the loss to Hawkes Bay.
Counties will have little fear in heading to the capital given they've looked sharp in recent weeks and are a side that has been galvanised by their Ranfurly Shield success.
There's also the Tana Umaga factor. The Counties coach was a mainstay in the capital between 1994 and 2007 and racked up 100 appearances for the province. Now in his coaching role he would love to score a win over his old side.
Counties Manukau's strengths lie in their dangerous backs with Frank Halai, Rey Lee-Lo and Bundee Aki all capable of causing havoc.
Wellington are firm favourites with the bookies and if their Super rugby-laden forward pack gets a rumble on it should settle the argument.