Wellington have been boosted by the return of All Black duo Victor Vito and Julian Savea, who will start for them against Hawke's Bay on Tuesday.
After a week one win at Manawatu, the Lions face another challenge from provincial neighbours as they host last year's Championship winners.
The only changes from the XV that won against Manawatu, in addition to the inclusion of the All Blacks, are Arden David-Perrot who comes into the front-row and Lua Lokotui who will make his first start for the Lions at blindside flanker.
Solomona Sakalia could also be the next debutant of the season for the Lions if he takes the field as he has been included on the bench in the number seventeen jersey.
Wellington: 15 Jason Woodward, 14 Alapati Leiua, 13 Charlie Ngatai, 12 Shaun Treeby, 11 Julian Savea, 10 Tim Bateman, 9 Frae Wilson, 8 Victor Vito, 7 Scott Fuglistaller, 6 Lua Lokotui, 5 Ross Filipo, 4 Jeremy Thrush (c), 3 Jeff Toomaga-Allen, 2 Dane Coles, 1 Arden David-Perrot.
Replacements: 16 Motu Matu'u / Liu Taituave, 17 Solomona Sakalia, 18 Whetu Henry, 19 Mark Reddish, 20 Kayne Hammington, 21 Genesis Mamea, 22 Matt Proctor.
Hawke's Bay: 15 Gillies Kaka, 14 Tino Nemani, 13 Star Timu, 12 Andrew Horrell, 11 Zac Guildford, 10 Dan Waenga, 9 Chris Eaton, 8 Mike Coman (c), 7 Karl Lowe, 6 Trent Boswell-Wakefield, 5 Maselino Paulino, 4 Ross Kennedy, 3 Peter Borlase, 2 Hika Elliot, 1 Ben Tameifuna.
Replacements: 16 Ash Dixon, 17 Brendon Edmonds, 18 Kieran Coll, 19 Tivaini Fomai, 20 Isaac Paewai, 21 Tua Saseve, 22 Nick McLennan.
Date: Tuesday, August 28
Kick-off: 19:35 local
Venue: Westpac Stadium, Wellington