All Blacks fullback/winger Ben Smith and halfback Aaron Smith have been rested for the Highlanders trip to Melbourne.
The undefeated New Zealand Super Rugby franchise plays the Rebels on Friday night looking to make it three wins from three.
Replacing Ben Smith at fullback is the impressive Josh Ioane who thrived at first-five against the Chiefs and the Reds.
Coach Aaron Mauger is stressing the need for improvement despite the perfect start.
"We are happy with the outcome of the first two games, with plenty of positives to build upon," Mauger said.
"There are a few areas for us to tidy up in both defence and attack."
The omissions of Ben and Aaron Smith, due to the All Blacks recovery protocol, has seen Mauger opt for a mixture of youth and experience in the hope of repelling an improved Melbourne side.
"I am happy with the depth within our squad and the competition for positions is helping drive our preparation and performance each week."
Halfback Folau Fakatava, hooker Ricky Jackson and prop Josh Iosefa-Scott are all set to make their Super Rugby debuts from the bench.
Bryn Gatland gets his first start at pivot while Ioane shows his versatility by covering fullback.
Josh McKay gets his season underway on the left wing and Thomas Umaga-Jensen returns in the midfield after a week off.
In the forwards, Elliot Dixon will start at number eight (replacing Luke Whitelock), while Pari Pari Parkinson will start in the middle row with the experienced Jackson Hemopo.
Ash Dixon will captain the team with both Whitelock and Ben Smith being rested.
Highlanders: 1-Daniel Lienert-Brown, 2-Ash Dixon 3-Siate Tokolahi, 4-Jackson Hemopo, 5-Pari Pari Parkinson, 6-Shannon Frizell, 7-Jamelentjes, 8-Elliot Dixon, 9-Kayne Hammington, 10-Bryn Gatland, 11-Josh McKay, 12-Teihorangi Walden, 13-Thomas Umaga-Jensen 14-Waisake Naholo, 15-Josh Ioane
Reserves: 16-Ricky Jackson, 17-Ayden Johnstone, 18-Josh Iosefa-Scott, 19-Tom Franklin, 20-Marino Mikaele-Tu'u, 21-Folau Fakatava, 22-Patelesio Tomkinson, 23-Marty Banks.
Join us from 10pm Friday night for live updates of the Highlanders vs the Rebels.