Four players will make test debuts for the All Blacks in Saturday's third encounter against France at Dunedin's Forsyth Barr Stadium.
Centre Jack Goodhue and blindside flanker Shannon Frizell will make their first appearances in the starting XV, while first-five Richie Mo'unga and Highlanders lock/loose forward Jackson Hemopo will come off the bench..
Twenty-four-year-old Frizell is raw, but a tremendous ball carrier, and benefits from injuries to Liam Squire and Vaea Fifita.
Goodhue, who took the field against French Barbarians on last year's northern tour, has been groomed as an All Black for the last two years and his all-around skills are being paired with the experience of Williams, who returns from knee surgery.
It's a straight swap for Ryan Crotty and Anton Lienert-Brown in the midfield.
Outside him, Goodhue will have form winger Waisake Naholo, who comes into the starting line-up, with Ben Smith swapping to fullback.
Jordie Barrett has gone to the bench as outside-back cover, meaning Ngani Laumape is out of the squad.
They need Barrett's versatility on the bench, with Mo'unga a specialist first-five and utility Damian McKenzie now starting at 10.
Hemopo only came into the squad this week, but the Highlanders work horse is straight into the reserves.
Ardie Savea has been given a start at openside, while Matt Todd will cover from the bench, allowing Sam Cane some recovery time.
For more on this story, tune into Newshub @ 6pm on Three. Join us at 7:30pm Saturday for live updates of the All Blacks vs France third test.