Lions head coach Johan Ackermann has made wholesale changes to his starting XV for Saturday's clash with the Reds in Johannesburg.
Ackermann has recalled most of his first-choice players and made 12 alterations to his starting line-up which suffered a 36-24 defeat to the Jaguares in Buenos Aires last weekend.
In the back-line, Andries Coetzee comes in at full-back where he replaces Jaco van der Walt while Courtnall Skosan shifts from the right to the left wing where he takes over from Anthony Volmink.
Madosh Tambwe has been bracketed with Sylvian Mahuza to wear the number 14 jersey while Lionel Mapoe and Rohan Janse van Rensburg start in midfield at the expense of Jacques Nel and Harold Vorster respectively.
Springboks Elton Jantjies and Faf de Klerk are the starting halfbacks and replace Shaun Reynolds and Ross Cronjé at fly-half and scrum-half. Meanwhile, in the pack, Franco Mostert will run out in his 50th Super Rugby game.
He takes over from Marvin Orie in the second row and will pack down next to Andries Ferreira. Mostert made his debut for the Lions in 2014 against the Cheetahs.
There's a brand new front row with Ruan Dreyer and Jacques van Rooyen the starting props and Malcolm Marx will wear the the number two jersey. They take over from Johannes Jonker, Dylan Smith and Robbie Coetzee.
In the back row, captain Warren Whiteley retains his place at number eight. Ruan Ackermann and Jaco Kriel come in as the starting flankers in place of Cyle Brink and Kwagga Smith.
Lions: 15 Andries Coetzee, 14 Madosh Tambwe, 13 Lionel Mapoe, 12 Rohan Janse van Rensburg, 11 Courtnall Skosan, 10 Elton Jantjies, 9 Faf de Klerk, 8 Warren Whiteley, 7 Ruan Ackermann, 6 Jaco Kriel, 5 Franco Mostert, 4 Andries Ferreira, 3 Ruan Dreyer, 2 Malcolm Marx, 1 Jacques van Rooyen
Replacements: 16 Robbie Coetzee, 17 Dylan Smith, 18 Johannes Jonker, 19 Lourens Erasmus, 20 Kwagga Smith, 21 Ross Cronje, 22 Jaco vd Walt, 23 Harold Vorster
Date: Saturday, March 18
Venue: Emirates Airline Park, Johannesburg
Kick-off: 17:15 local (15:15 GMT)
Referee: Mike Fraser (New Zealand)
Assistant Referees: Jamie Nutbrown (New Zealand), Stuart Berry (South Africa)
TMO: Willie Vos (South Africa)