The Highlanders will look to continue their unbeaten start to the season in Melbourne this week without the services of All Blacks duo Aaron and Ben Smith.
The pair have been left out of the squad to meet the Rebels and AAMI Stadium on Friday night, as well as co-captain Luke Whitelock.
Kayne Hammington returns to the No.9 jersey with Aaron Smith left out, while Bryn Gatland gets his first start as a Highlander in the No.10 jersey with Josh Ioane shifting to cover fullback.
Elliot Dixon gets the start in the No.8 jersey with Whitelock out, while Ash Dixon will take on captaincy duties.
The Highlanders have had to rely on late game heroics to claim wins in each of their first two matches of the season and while it got them on the board early, the side know they have plenty to improve.