Eastern Province Elephants coach Peter de Villiers has made several changes to his side for Wednesday's preparation series clash against Griquas at the Nelson Mandela Bay Stadium.
EP lost 54-24 to the Lions at home last week and De Villiers has been forced to field a much-changed starting XV.
Flank CJ Velleman (concussion), prop Siya Nzuzo (neck) and lock Arnold Kleyn (concussion) are all unavailable due to injuries.
Diego Williams replaces Velleman in the No 6 jersey, while Mncedisi Dlwengu comes into the second row for Kleyn and Marzuq Maarman replaces Nzuzo at loosehead prop.
Hooker Robin Stevens and tighthead prop Lumpumlo Mguca also get starting spots, with Sithembiso Befile and Emile Klaassen dropping to the bench.
In the backline, captain Courtney Winnaar moves from fullback to flyhalf, replacing Karlo Aspeling at No 10.
Keano Vers gets a run at fullback, with Riaan Arends and Christopher Hollis completing the back three. Richman Gora is also a new addition at scrumhalf.
Griquas, meanwhile, also made several changes to the side that lost 38-32 to the Stormers in Kimberley last week.
Most notably, skipper George Whitehead is out injured after taking a knock against the Stormers and his place at flyhalf is taken by former SA Schools flyhalf Tinus de Beer.
Scrumhalf Stefan Ungerer takes the captain's armband.
Wednesday's match had to be brought forward from Saturday due to a logistical oversight which saw the match clash with a PSL fixture between Chippa and Swallows at the Nelson Mandela Bay Stadium.
Kick-off is at 19:00.
15 Keanu Vers, 14 Riaan Arends, 13 Athi Mayinje, 12 Sherwin Slater, 11 Christopher Hollis, 10 Courtney Winnaar (captain), 9 Richman Gora, 8 Zingisa April, 7 Anele Lungisa, 6 Diego Williams, 5 Mncedisi Dlwengu, 4 Athenkosi Khetani, 3 Lumpumlo Mguca, 2 Robins Stevens, 1 Marzuq Maarman
Substitutes: 16 Sithembiso Befile, 17 Lyle Lombard, 18 Emile Klaassen, 19 Ronald Scheckle, 20 Bevin Prinsloo, 21 Athi Manentsa, 22 Josh Alderman, 23 Josiah Twum-Boafo
15 Masixole Banda, 14 Daniel Kasende, 13 Michal Haznar, 12 Andre Swarts, 11 Enver Brandt, 10 Tinus de Beer, 9 Stefan Ungerer (captain), 8 Carl Els, 7 Stefan Willemse, 6 Gideon van der Merwe, 5 Cameron Lindsay, 4 Ewan Coetzee, 3 Tijde Visser, 2 Alandre van Rooyen, 1 Mox Mxoli
Substitutes (from): 16 HJ Luus, 17 Andrew Beerwinkel, 18 John-Roy Jenkinson, 19 Mzwanele Zito, 20 Adre Smith, 21 Ashlon Davids, 22 Johnathan Francke, 23 James Verity-Amm, 24 Bandisa Ndlovu, 25 Raegan Oranje, 26 Harlon Klaasen