- Tuilagi returns to stake Test claim at centre
- Lydiate takes the reins from withdrawn Parling
Manu Tuilagi will make his return from a shoulder problem at AAMI Park in Melbourne on Tuesday as the British and Irish Lions look to maintain momentum against the Rebels.
The Leicester Tigers centre joins Brad Barritt in midfield and will look to rediscover the form that saw him impress in the early stages of the tour before picking up injury in a narrow win over the Queensland Reds.
Welshman Dan Lydiate captains the side after Paul O'Connell's arm fracture forced Warren Gatland to withdraw Geoff Parling, while Mako Vunipola is also pulled from the bench and replaced by Ulster loosehead Tom Court.
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Elsewhere, Sean O'Brien and Toby Faletau are handed golden chances to force their way close to Test reckoning in the back row, with Dan Cole and Owen Farrell are also given game-time.
Richard Hibbard starts as well, Rob Kearney joining Sean Maitland and Simon Zebo in the back three.
The hosts have picked their strongest available team, which features 37-cap Wallaby Luke Burgess at scrum half and is skippered by Wales international Gareth Delve.
Lions: Rob Kearney; Sean Maitland, Manu Tuilagi, Brad Barritt, Simon Zebo; Owen Farrell, Conor Murray; Ryan Grant, Richard Hibbard, Dan Cole, Richie Gray, Ian Evans, Dan Lydiate (captain), Sean O'Brien, Toby Faletau.
Replacements: Rory Best, Tom Court, Matt Stevens, Ian Evans, Justin Tipuric, Ben Youngs, Billy Twelvetrees, Stuart Hogg.
Melbourne Rebels: Jason Woodward; Tom English, Mitch Inman, Rory Sidey, Lachlan Mitchell; Bryce Hegarty, Luke Burgess; Nic Henderson, Ged Robinson, Laurie Weeks, Cadeyrn Neville, Hugh Pyle, Jarrod Saffy, Scott Fuglistaller, Gareth Delve (captain).
Replacements: Pat Leafa, Cruze Ah Nau, Paul Alo-Emile, Luke Jones, Jordy Reid, Nic Stirzaker, Angus Roberts, Cooper Vuna.