Lions boss Johan Ackermann has named his 23-man squad for Saturday's encounter with the Blues in Johannesburg.
Ackermann has made several changes after the Lions suffered a 37-23 defeat to the Sharks in Durban last weekend.
Amongst the backs, Marnitz Boshoff returns to fly-half after starting at full-back against the Sharks. This means that Elton Jantjies drops down to the bench and Coenie van Wyk comes into the run-on side at full-back.
Jantjies is joined amongst the replacements by Ruan Combrinck, who has been repalced on the right wing by JW Jonker. The final back-line change sees Courtnall Skosan taking over from Chrysander Botha on the left wing.
In the forwards, Robbie Coetzee replaces Willie Wepener at hooker while Willie Britz takes over on the blindside flank from Warwick Tecklenburg, who, like Wepener will provide cover from the replacements bench.
Lions: 15 Coenie van Wyk, 14 JW Jonker, 13 Deon van Rensburg, 12 Stefan Watermeyer, 11 Courtnall Skosan, 10 Marnitz Boshoff, 9 Faf de Klerk, 8 Warren Whiteley (c), 7 Willie Britz, 6 Jaco Kriel, 5 Franco van der Merwe, 4 Franco Mostert, 3 Julian Redelinghuys, 2 Robbie Coetzee, 1 Schalk van der Merwe.
Replacements: 16 Willie Wepener, 17 Corné Fourie, 18 Ruan Dreyer, 19 MB Lusaseni, 20 Warwick Tecklenburg, 21 Ross Cronjé, 22 Elton Jantjies, 23 Ruan Combrinck.
Date: Saturday, March 15
Venue: Ellis Park, Johannesburg
Kick-off: 15.00 local (13.00 GMT)
Referee: Stuart Berry (South Africa)