Veteran lock Brad Thorn will make his debut for the Highlanders in Saturday's clash against the Cheetahs in Invercargill.
He has recovered from a calf injury and will be joined by fellow debutant Jake Paringatai - who starts at number eight - and Andrew Hore who returns from suspension.
Thorn comes in for Jarrad Hoeata while Hore replaces Brayden Mitchell and Paringatai takes over from the injured Nasi Manu.
These are the only changes to the run-on side that lost their opener to the Chiefs two weeks ago, but there are several changes on the replacements bench.
Mitchell and Hoeata are joined on the bench by Chris King and Colin Slade, who are both returning from injuries.
Shaun Treeby also joins the replacements in place of Buxton Popoalii.
Highlanders: 15 Ben Smith, 14 Kade Poki, 13 Phil Burleigh, 12 Ma'a Nonu, 11 Hosea Gear, 10 Lima Sopoaga, 9 Aaron Smith, 8 Jake Paringatai, 7 John Hardie, 6 Joe Wheeler, 5 Josh Bekhuis, 4 Brad Thorn, 3 Ma'afu Fia, 2 Andrew Hore (c), 1 Tony Woodcock.
Replacements: 16 Brayden Mitchell, 17 Chris King, 18 Jarrad Hoeata, 19 Tim Boys, 20 Fumiaki Tanaka, 21 Colin Slade, 22 Shaun Treeby.
Date: Saturday, March 9
Venue: Rugby Park, Invercargill
Kick-off: 19.35 (08.35 SA time; 06.35 GMT)
Referee: Nick Briant (New Zealand)