Karmichael Hunt will make his return for the Reds at outside centre after being named in a revamped backline to face the Rebels.
The Reds come into the game off the back of an embarrassing 58-17 loss to the Crusaders, and Richard Graham has made two personnel changes as well as a positional switch in his three-quarters.
James O'Connor and Lachie Turner will swap positions, with O'Connor moving to full-back, while there is a first Super Rugby start for young fly-half Jake McIntyre.
The Reds have struggled all season at ten, with scrum-half Nick Frisby having filled in recently including last week's defeat.
He picked up a head injury in that game and is a doubt this week, but Graham explained that McIntyre had been in their plans for a while already, after some good performances in the NRC last season.
"There has been a fair bit of self-review going on this week and we realise this a must-win game,” Graham said.
"Jake and I had a discussion about an opportunity for him a few weeks ago. He had a long stint out following the NRC and just needed some time playing club rugby.
"We almost gave him a debut last week but felt it was in his best interests to play 80 minutes more on the weekend for Sunnybank."
Reds: 15 James O’Connor, 14 Chris Feauai-Sautia, 13 Karmichael Hunt, 12 Samu Kerevi, 11 Lachie Turner, 10 Jake McIntyre, 9 Will Genia, 8 Jake Schatz, 7 Liam Gill, 6 Adam Thomson, 5 James Horwill, 4 Rob Simmons, 3 Greg Holmes, 2 James Hanson, 1 James Slipper (c)
Replacements: 16 Andrew Ready, 17 Pettowa Paraka, 18 Sam Talakai, 19 Ed O’Donoghue, 20 Lolo Fakaosilea, 21 Nick Frisby/Scott Gale, 22 Sam Greene, 23 Ben Tapuai
Date: Friday, 15 May
Venue: Suncorp Stadium, Brisbane
Kick-off: 19:40 local (9:40 GMT, 21:40 NZST, 11:40 SAST)
Referee: Andrew Lees (Australia)
Assistant Referees: James Leckie, Michael Hogan (Australia)
TMO: Ian Smith