The Waratahs have made two changes to their starting line-up for Friday's Weary Dunlop Shield battle against the Rebels.
Abrasive lock Jacques Potgieter returns to the tight five, whilst Alofa Alofa is named to start on the wing.
Despite stringing together back-to-back victories in the last two rounds, getting a win in Melbourne won't be easy, says Waratahs defensive coach Nathan Grey, who spent three years on the Rebels' coaching staff before joining NSW this year.
"They are always tough to beat at home and they'll have a lot of confidence highlighted by their first away win over the Reds," said Grey.
"Plus in their last home game against the competition-leading Sharks, they put themselves in a position to win. They've got good support and they'll have the crowd screaming for them."
Coach Michael Cheika has named crowd favourite Jacques Potgieter to start at lock, forcing 22-year-old Will Skelton to the bench, despite his standout 80 minute performance against the Lions. After an outstanding display off the bench last week, when he replaced Dave Dennis, the powerful South African will partner the Leinster-bound Kane Douglas in the second row.
The front row remains intact, meaning that loosehead prop Benn Robinson will become NSW's equal most-capped Super Rugby player (121) alongside Al Baxter when he runs out against the Rebels. Only Phil Waugh has played more Super games, with a record tally of 132.
Hooker Tatafu Polota Nau will also go down in the history books on Friday, when he becomes NSW's fifth most capped player of all time (surpassing Matt Burke on 115). Completing the front row is tighthead Paddy Ryan.
On the right wing, Matt Carraro makes way for Alofa Alofa, with the man known as bread back to full fitness after a knee injury.
Waratahs: 15 Israel Folau, 14 Alofa Alofa, 13 Adam Ashley-Cooper, 12 Kurtley Beale, 11 Rob Horne, 10 Bernard Foley, 9 Nick Phipps, 8 Wycliff Palu, 7 Michael Hooper, 6 Dave Dennis, 5 Kane Douglas, 4 Jacques Potgieter, 3 Paddy Ryan, 2 Tatafu Polota-Nau, 1 Benn Robinson
Replacements (two to be omitted): 16 Hugh Roach, 17 Jeremy Tilse, 18 Sekope Kepu, 19 Will Skelton, 20 Stephen Hoiles, 21 Brendan McKibbin, 22 Jono Lance, 23 Matt Carraro, 24 Pat McCutcheon, 25 Taqele Naiyaravoro
Date: Friday, 23 May
Venue: AAMI Park, Melbourne
Kick-off: 19.40 local (09.40 GMT)
Referee: Rohan Hoffmann (Australia)