Highlanders winger Waisake Naholo returns from injury after being out with a broken leg since the Round One match against the Blues.
After a three-try performance in club rugby last weekend the explosive winger returns to reunite one of the most exciting back threes in the game.
His much anticipated return and a concussion injury to Rob Thompson forces head coach, Jamie Joseph, to reshuffle his backline.
Utility back, Matt Faddes, will get his first start at centre after previously playing on the wing and at full-back and Malakai Fekitoa moves to inside centre.
The timely return of Marty Banks from injury sees him take the place of an unlucky Hayden Parker who sustained a season ending knee injury at training last week.
In the forwards, co-captain Shane Christie will be sidelined for a few weeks with a hamstring injury. He is replaced at open side by Dan Pryor, Luke Whitelock returns at eight with James Lentjes making his first appearance for the season on the bench this week.
The versatile Gareth Evans rounds out the loose forwards in the reserves while Otago loose head prop Aki Seiuli gets an opportunity to make his Highlanders debut having come into the squad for the injured Brendon Edmonds.
Highlanders: 15 Ben Smith (c), 14 Waisake Naholo, 13 Matt Faddes, 12 Malakai Fekitoa, 11 Patrick Osborne, 10 Lima Sopoaga, 9 Aaron Smith, 8 Luke Whitelock, 7 Dan Pryor, 6 Elliot Dixon, 5 Alex Ainley, 4 Tom Franklin, 3 Josh Hohneck, 2 Ash Dixon, 1 Dan Lienert-Brown
Replacements: 16 Greg Plesants-Tate, 17 Aki Seiuli, 18 Siosiua Halanukonuka, 19 James Lentjes, 20 Gareth Evans, 21 Fumiaki Tanaka, 22 Marty Banks, 23 Teihorangi Walden
Date: Saturday, May 7
Venue: FMG Stadium, Hamilton
Kick-off: 19:35 local (07:35 GMT)
Referee: Angus Gardner
Assistant Referees: Chris Pollock, Angus Mabey
TMO: Shane McDermott