Andy Farrell has named a Lions side with more of a Test match look to it for Wednesday's clash with the Brumbies in Canberra.
Maro Itoje is back to lead a starting line-up showing 14 changes from the one that beat the Waratahs last Saturday in Sydney with the head coach keen to nail down his combinations.
This is the Lions penultimate game before the first Test in Brisbane on 19 July with only Saturday's clash with an ANZAC XV tin Adelaide to come before then.
The only survivor is Scotland's Blair Kinghorn who started the Waratahs game on the wing and finished it a full-back which is where he is named for this clash.
Scotland's Finn Russell and Jamison Gibson-Park form the half-back partnership, Ireland's Bundee Aki and Garry Ringrose link up in the centres with James Lowe and Tommy Freeman on the wing.
Front rowers Ellis Genge, Dan Sheehan and Tadhg Furlong start after coming off the bench at the weekend, Itoje has Ireland's Joe McCarthy alongside him in the second row with Tom Curry, Ollie Chessum and Jack Conan the back row.
The bench features Henry Pollock, who missed the Waratahs game with a calf injury, and England scrum-half Alex Mitchell who will be involved for a fifth game in a row. Marcus Smith and Canberra-born Mack Hansen are the other backs in a 5-3 split.
Farrell, an assistant coach 12 years ago, has been eyeing this fixture for a while after the Lions were beaten 14-12 the last time the two teams met.

He said: "Last time the Brumbies beat the British & Irish Lions in Canberra and this year they were the leading Australian side in Super Rugby so we are fully aware of the challenge in front of us."
Tom Hooper, who will join Exeter next season, starts at flanker for the Brumbies, coached by former Australian fly-half Stephen Larkham, after being involved in the Wallabies 21-18 win over Fiji on Sunday.
And Lock Cadeyrn Neville starts against the Lions for the second time, having played against them for the Melbourne Rebels during the 2013 tour.
Brumbies: Andy Muirhead; Ben O'Donnell, Ollie Sapsford, David Feliuai, Corey Toole; Declan Meredith, Ryan Lonergan (capt); Lington leli, Lachlan Lonergan, Rhys van Nek, Lachie Shaw, Cadeyrn Neville, Tom Hooper, Rory Scott, Tuaina Taii Tualima
Replacements: Liam Bowron, Cameron Orr, Feao Fotuaika, Lachie Hooper, Luke Reimer, Harrison Goddard, Jack Debreczeni, Hudson Creighton
Lions: Blair Kinghorn; Tommy Freeman, Garry Ringrose, Bundee Aki, James Lowe; Finn Russell, Jamison Gibson-Park; Ellis Genge, Dan Sheehan, Tadhg Furlong, Maro Itoje, Joe McCarthy, Ollie Chessum, Tom Curry, Jack Conan
Replacements: Ronan Kelleher, Andrew Porter, Will Stuart, Josh van der Flier, Henry Pollock, Alex Mitchell, Marcus Smith, Mack Hansen
Referee: Pierre Brousset (FFR)
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