Wellington will play at Forsyth Barr Stadium in Dunedin for the first time when they face Otago on Saturday.
Two changes have been made to the Lions' front row this week with Reggie Goodes returning from injury (fractured eye socket) to start at loosehead prop and Dane Coles coming back into the number two jersey.
The only other changes to the starting 15 which took on North Harbour are, Mark Reddish and Ross Filipo have swapped the 5 and 6 jerseys and Shaun Treeby comes back into the midfield.
It is the return of the props this week, with both Arden David-Perrot and Eric Sione returning to the 22 after recovery from injury. Scott Fuglistaller has also been included on the bench.
Otago head into the crossover match with some good form behind them after comfortably overcoming Manawatu 51-35 in midweek.
"I've been quite impressed. I see a lot of Japan in the style they play," Lions centre Tim Bateman told Sportal.
"I suppose that's [Tony Brown's] influence from the amount of time he's spent up there.
"They play a fast game. It looks to me like they've got a really good culture. They work really hard. They scramble well on defence. They get a lot of ruck turnovers.
"They don't have any big names but they play really well as a team. They are often the most dangerous teams to play against so we're going to have to be on our game."
Otago: 15 Tony Ensor, 14 Marshall Suckling, 13 Jayden Spence, 12 Glenn Dickson (c), 11 Buxton Popoali'i, 10 Hayden Parker, 9 Fumiaki Tanaka, 8 Gareth Evans, 7 Hugh Blake, 6 Lee Allan, 5 Rob Verbakel, 4 Tom Franklin, 3 Hisa Sasagi, 2 Liam Coltman, 1 Aki Seiuli.
Replacements: 16 Shota Horie, 17 Jacob Ellison, 18 Justin Ives, 19 TJ Ioane, 20 Brad Weber, 21 Peter Breen, 22 Adam Hill.
Wellington: 15 Charlie Ngatai, 14 Alapati Leiua, 13 Tim Bateman, 12 Shaun Treeby, 11 Jason Woodward, 10 Lima Sopoaga, 9 Frae Wilson, 8 Genesis Mamea, 7 Ardie Savea, 6 Ross Filipo, 5 Mark Reddish, 4 Jeremy Thrush (c), 3 Jeffery Toomaga-Allen, 2 Dane Coles, 1 Reggie Goodes.
Replacements: 16 Motu Matu'u, 17 Eric Sione, 18 Arden David-Perrot, 19 Kaipati Gaualofa, 20 Kayne Hammington, 21 Matt Proctor, 22 Scott Fuglistaller.