All Blacks duo Aaron Smith and Colin Slade have been moved to the bench for the Highlanders' clash with the Brumbies in Dunedin on Friday.
Smith has been replaced at scrum-half by Fumiaki Tanaka while Hayden Parker will start at fly-half in Slade's place.
In other back-line changes, Highlanders coach Jamie Joseph has selected Phil Burleigh ahead of Jason Emery at outside centre and Kade Poki returns from injury and will start on the right wing in place of Buxton Popuali'i.
In the forwards, Ma'afu Fia comes back into the front row while centurion Chris King joins the reserves.
Jarrad Hoeata, who started at blindside flank in last weekend's defeat to the Blues, moves back into the engine room, joining Brad Thorn as his locking partner.
Hoeata makes way for TJ Ioane who starts in the run-on XV for the first time.
Highlanders: 15 Ben Smith, 14 Kade Poki, 13 Phil Burleigh, 12 Ma'a Nonu, 11 Hosea Gear, 10 Hayden Parker, 9 Fumiaki Tanaka, 8 Mose Tuiali'i, 7 John Hardie, 6 TJ Ioane, 5 Jarrad Hoeata, 4 Brad Thorn, 3 Ma'afu Fia, 2 Andrew Hore (c), 1 Jamie Mackintosh.
Replacements: 16 Liam Coltman, 17 Chris King, 18 Josh Bekhuis, 19 Elliot Dixon, 20 Aaron Smith, 21 Colin Slade, 22 Jason Emery.
Date: Friday, 12 April
Venue: Forsyth Barr Stadium, Dunedin
Kick-off: 19:35 (06:35 GMT)
Referee: Chris Pollock (New Zealand)