The Highlanders have opted to rest some of their biggest names for this week's Super Rugby clash with the Rebels with Ben Smith, Aaron Smith and Like Whitelock all scratched from the line-up.
Coach Aaron Mauger has made significant changes to the squad for Friday's match in Melbourne, opting also to give Bryn Gatland a start in the No.10 jersey while moving in-form first five Josh Ioane to fullback to cover Smith.
In the forwards, Elliot Dixon has been named at No.8 to replace Whitelock while Ash Dixon comes in to cover Liam Coltman at hooker. Dixon will also take over captaincy with the Smith duo sidelined.
One All Black still in the side is Shannon Frizell, who will retain the blindside flanker spot after a promising outing against the Reds last week.
Kiwi Super Rugby teams are juggling limitations imposed on All Blacks with the World Cup looming, with coaches recommended not playing their stars for more than 180 minutes over the first three rounds.
It's a stark contrast to the Wallabies-stacked Rebels line-up the Highlanders will host - a team Dixon knows will want to assert themselves.
"Aussie has showed that every World Cup year they're strong," Dixon said.
"The Rebels are coming off a bye, just like the Reds came off a bye, and they got in a week in Canberra which is a really hard place to play and get a win, you just have to ask the Chiefs."
The Rebels will have the likes of Will Genia, Quade Cooper, Reece Hodge and other internationals at their disposal this round.
"We're not going to Melbourne with any illusions, we know that it's going to be a test for the Highlanders.
"These Aussie conference games aren't going to be a walk in the park."
Highlanders: 15. Josh Ioane, 14. Waisake Naholo, 13. Thomas Umaga-Jensen, 12. Tei Walden, 11. Josh McKay, 10. Bryn Gatland, 9. Kayne Hammington, 8. Elliot Dixon, 7. James Lentjes, 6. Shannon Frizell, 5. Pari Pari Parkinson, 4. Jackson Hemopo, 3. Siate Tokolahi, 2. Ash Dixon, 1. Daniel Lienert-Brown.
Reserves: Ricky Jackson, Ayden Johnstone, Josh Iosefa-Scott, Tom Franklin, Marino Mikaele Tu'u, Folau Fakatava, Patelesio Tomkinson, Marty Banks
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