Flyhalf Richie Mo'unga is one of several changes All Blacks head coach Ian Foster has made to his team to face the Springboks in their second Rugby Championship encounter in Johannesburg on Saturday.
Mo'unga, props Ethan de Groot and Tyrel Lomax, as well as flank Shannon Frizell, are some of the players elevated from the bench to the starting XV.
The visiting All Blacks are still smarting from their 26-10 loss in Mbombela last week. They are currently last on the log after round 1.
"Belief and confidence remain high in our group, which is working incredibly hard this week," said Foster.
"Playing at Ellis Park is always a special occasion for any All Black team, and this weekend will be no different.
"Adding to that, the Freedom Cup is on the line which makes this a challenge that everyone is looking forward to."
Kick-off at Ellis Park is at 17:05.
15 Damian Willemse, 14 Jesse Kriel, 13 Lukhanyo Am, 12 Damian de Allende, 11 Makazole Mapimpi, 10 Handre Pollard, 9 Jaden Hendrikse, 8 Duane Vermeulen, 7 Pieter-Steph du Toit, 6 Siya Kolisi (captain), 5 Lood de Jager, 4 Eben Etzebeth, 3 Frans Malherbe, 2 Joseph Dweba, 1 Ox Nche
Substitutes: 16 Malcolm Marx, 17 Steven Kitshoff, 18 Vincent Koch, 19 Franco Mostert, 20 Jasper Wiese, 21 Kwagga Smith, 22 Herschel Jantjies, 23 Willie le Roux
15 Jordie Barrett, 14 Will Jordan, 13 Rieko Ioane, 12 David Havili, 11 Caleb Clarke, 10 Richie Mo'unga, 9 Aaron Smith 8 Ardie Savea, 7 Sam Cane (captain), 6 Shannon Frizell 5 Scott Barrett, 4 Sam Whitelock, 3 Tyrel Lomax, 2 Samson Taukei'aho, 1 Ethan de Groot
Substitutes: 16 Codie Taylor, 17 George Bower, 18 Fletcher Newell, 19 Tupou Vaa'i, 20 Akira Ioane, 21 Finlay Christie, 22 Beauden Barrett, 23 Quinn Tupaea