Veteran backs Pat McCabe and Clyde Rathbone will both start for the Brumbies as they return to Canberra to face the Rebels.
A gruesome tour of South Africa now behind them, last year's losing finalists will hope to get their campaign back on track this Saturday.
McCabe comes in at full-back with Jesse Mogg dropping down to the bench, while Rathbone appears on the left wing in place of Robbie Coleman for his first appearance of the season.
The other change sees Ruan Smith win a spot at tighthead prop ahead of Wallaby international Ben Alexander, after impressing off the bench.
With the Brumbies now four points behind the Waratahs before the mid-season break ahead of the June Tests, Saturday's fixture is vital for their season.
Brumbies: 15 Pat McCabe, 14 Henry Speight, 13 Tevita Kuridrani, 12 Christian Lealiifano, 11 Clyde Rathbone, 10 Matt Toomua, 9 Nic White, 8 Ben Mowen (c), 7 Jarrad Butler, 6 Fotu Auelua, 5 Scott Fardy, 4 Sam Carter, 3 Ruan Smith, 2 Stephen Moore, 1 Scott Sio
Replacements: 16 Josh Mann-Rea, 17 JP Smith, 18 Ben Alexander, 19 Leon Power, 20 Jordan Smiler, 21 Michael Dowsett, 22 Andrew Smith, 23 Jesse Mogg
Date: Saturday, May 31
Venue: GIO Stadium, Canberra
Kickoff: 19:40 (local, 09:40 GMT)
Referee: Steve Walsh (Australia)
Assistant Referees: James Leckie (Australia), Will Houston (Australia)
TMO: Peter Marshall (Australia)