The Rebels have included recent injury doubt Scott Higginbotham in their side that will face the Cheetahs.
Jordy Reid and Paul Alo-Emile both make their Rebels and Super Rugby run-on debut.
Captain, Gareth Delve, said the team are looking forward to Saturday's game on the back of their historic loss to the Sharks.
"We've reviewed Saturday's game completely honestly. Everybody was happy to put their hand up for the mistakes they made," he said.
"Media fallout over the last couple of days has allowed us to be aware of the disappointment of fans and members back in Melbourne.
"Everyone's excited to get out there and right some of the wrongs from last weekend.
"We've got a massive opportunity to turn things around and I'm expecting a big response from the players this week."
Rebels: 15 James O'Connor, 14 Richard Kingi, 13 Mitch Inman, 12 Lachlan Mitchell, 11 Jason Woodward, 10 Angus Roberts, 9 Nick Phipps, 8 Scott Higginbotham, 7 Jordy Reid, 6 Gareth Delve, 5 Luke Jones, 4 Hugh Pyle, 3 Paul Alo-Emile, 2 Ged Robinson, 1 Nic Henderson.
Replacements: 16 Shota Horie, 17 Laurie Weeks, 18 Cadeyrn Neville, 19 Jarrod Saffy, 20 Scott Fuglistaller, 21 Nic Stirzaker, 22 Rory Sidey, 23 Tom English.
Date: Saturday, March 30
Kick-off: 17:05 local (15:05 GMT)
Venue: Free State Stadium, Bloemfontein
Referee: Glen Jackson (New Zealand)
Assistant referees: Lourens van der Merwe (South Africa), Stefan Breytenbach (South Africa)
Television match official: Johan Greeff (South Africa)