Italy number eight Sergio Parisse will lead a strong Barbarians line-up in Saturday's historic clash against the British and Irish Lions in Hong Kong.
Parisse, who sat out the 40-12 loss to England at Twickenham last weekend, skippers a team featuring Test players like Schalk Brits, Nick Evans, Martin Castrogiovanni and Dimitri Yachvili, as well as rising stars Elliot Daly and Sam Jones.
Daly, who scored a try against England moves to centre, while Ulster's Jared Payne comes in to the starting line-up at full-back.
In other backline changes, former All Blacks flyer Joe Rokocoko starts on the right wing while compatriot Evans and France's Yachvili takes over from Wales duo James Hook and Dwayne Peel as the half-back pairing.
Amongst the forwards, Parisse takes over from Imanol Harinordoquy at the base of the scrum, while Northampton's Samu Manoa also starts in the back row.
Former Wallabies lock Dean Mumm starts in the second row while Springbok hooker Brits and Azzurri prop Castrogiovanni replace Wales' Matthew Rees and Samoa's James Johnstone in the front-row.
Saints-bound Kahn Fotuali'i and Leonardo Ghiraldini have been added to the bench.
The match will be the second time the Lions have played the BaaBaas. The last time they met, the Lions won 23-14 in 1977. That match formed part of the Queen's Silver Jubilee celebrations.
Barbarians: 15 Jared Payne, 14 Joe Rokocoko, 13 Elliot Daly, 12 Casey Laulala, 11 Taku Ngwenya, 10 Nick Evans, 9 Dimitri Yachvili, 8 Sergio Parisse, 7 Sam Jones, 6 Samu Manoa, 5 Dean Mumm, 4 Marco Wentzel, 3 Martin Castrogiovanni, 2 Schalk Brits, 1 Paul James.
Replacements: 16 Leonardo Ghiraldini, 17 Duncan Jones, 18 Jim Hamilton, 19 Imanol Harinordoquy, 20 Andrea Lo Cicero, 21 Kahn Fotuali'i, 22 James Hook, 23 Mike Tindall.
Date: Saturday June 1
Venue: Hong Kong Stadium, Hong Kong
Kick-off: 19.30 (11.30 GMT)
Referee: Steve Walsh (Australia)
Assistant referees: Lourens van der Merwe (South Africa), Angus Gardner (Australia)
Television match official: Matt Goddard (Australia)