Queensland boss Ewen McKenzie has made three changes to his forward pack and two to his back division for the Reds' clash with the Rebels.
Full-back Jono Lance (neck) and centre Chris Feauai-Sautia (hamstring) are ruled out of the encounter by injury and they are replaced by Ben Lucas and Ben Tapuai respectively.
Flankers Beau Robinson and Ed Quirk come into the back row at the expense of Radike Samo and Liam Gill while at hooker Saia Faingaa makes way for James Hanson.
The fresh faces will come as a welcome boost, with the Reds having endured a miserable tour in South Africa, losing to the Cheetahs and the Stormers, before seeing their plane home first delayed and then cancelled as they took 40 hours to return to Brisbane.
As expected, Quade Cooper starts at ten, with the fly-half set for a much-hyped showdown with opposite number James O'Connor.
Reds: 15 Ben Lucas, 14 Rod Davies, 13 Ben Tapuai, 12 Anthony Faingaa, 11 Luke Morahan, 10 Quade Cooper, 9 Will Genia, 8 Jake Schatz, 7 Beau Robinson, 6 Ed Quirk, 5 James Horwill (capt), 4 Rob Simmons, 3 James Slipper, 2 James Hanson,1 Greg Holmes
Replacements: 16 Saia Faingaa, 17 Ben Daley, 18 Ed O'Donoghue,19 Radike Samo, 20 Liam Gill, 21 Nick Frisby, 22 Mike Harris.
Date: Saturday, June 1
Kick-off: 19:40 local (10:40 BST, 09:40 GMT)
Venue: Suncorp Stadium, Brisbane
Referee: James Leckie (Australia)
Assistant referees: Rohan Hoffmann (Australia), Damien Mitchelmore (Australia)
Television match official: Steve Leszczynski (Australia)