Malakai Fekitoa and Nasi Manu will make their returns from injury in the Highlanders' Super Rugby Qualifier against the Chiefs.
The clash in Dunedin will see the All Black centre return after recovering from a groin injury, and he will combine with Richard Buckman in midfield.
Meanwhile, Manu is back after an extended absence due to a shoulder injury, and the co-captain comes straight back into the team.
Manu has been out for a month with his problem but his return is timely as John Hardie has been ruled out in the back-row with a rib problem.
That means a start for the versatile Dan Pryor, while Mark Reddish is back in the second-row, alongside Alex Ainley.
The final change from the team that beat the Blues in Auckland sees Brendon Edmonds back at loosehead at the expense of Daniel Lienert-Brown.
Highlanders: 15 Ben Smith (c), 14 Waisake Naholo, 13 Malakai Fekitoa, 12 Richard Buckman, 11 Patrick Osborne, 10 Lima Sopoaga, 9 Aaron Smith, 8 Nasi Manu (c), 7 Dan Pryor, 6 Elliot Dixon, 5 Mark Reddish, 4 Alex Ainley, 3 Josh Hohneck, 2 Liam Coltman, 1 Brendon Edmonds.
Replacements: 16 Ash Dixon, 17 Daniel Lienert-Brown, 18 Ross Geldenhuys, 19 Joe Latta, 20 Gareth Evans, 21 Fumiaki Tanaka, 22 Marty Banks, 23 Shaun Treeby.
Date: Saturday, 20 June
Venue: Forsyth Barr Stadium, Dunedin
Kick-off: 19:35 local (07:35 GMT, 17:35 AEST, 09:35 SAST)
Referee: Chris Pollock
Assistant referees: Nick Briant, Mike Fraser
TMO: Aaron Paterson