Cape Town - The Waratahs have benched Adam Ashley-Cooper for Saturday's clash against the Lions in Johannesburg, opting instead for Lalakai Foketi in the No 13 jersey.
It is one of three changes the Australian outfit has made following last weekend's 28-21 loss to the Bulls at Loftus Versfeld.
The other change in the backline comes on the wing where Alex Newsome replaces Cam Clark.
The only change to the pack sees Michael Wells start at No 8 with Ned Hanigan moving to the side of the scrum and Lachlan Swinton falling out of the squad entirely.
The Lions, meanwhile, are back in action after a bye week and will be desperate to get a win in their efforts to move off the foot of the South African conference and get their playoff hopes back on track.
Kick-off is at 15:05.
15 Kurtley Beale, 14 Alex Newsome, 13 Lalakai Foketi, 12 Karmichael Hunt, 11 Curtis Rona, 10 Bernard Foley, 9 Nick Phipps, 8 Michael Wells, 7 Michael Hooper (captain), 6 Ned Hanigan, 5 Rob Simmons, 4 Tom Staniforth, 3 Sekope Kepu, 2 Damien Fitzpatrick, 1 Harry Johnson-Holmes
Substitutes: 16 Andrew Tuala, 17 Tom Robertson, 18 Chris Talakai, 19 Hugh Sinclair, 20 Will Miller, 21 Jake Gordon, 22 Adam Ashley-Cooper, 23 Cam Clark