Ireland wing Simon Zebo will make his British and Irish Lions debut against the Waratahs on Saturday.
The 23-year-old was only called up to the squad on Tuesday, but goes straight into the starting XV for the penultimate warm-up match before facing Australia in the first Test.
Brian O'Driscoll, Manu Tuilagi and George North, who are all carrying knocks, are not risked for the match, but Johnny Sexton gets the nod to play.
Rob Kearney makes the bench for the first time on the tour, while Sam Warburton will make his second appearance for the Lions this summer.
Lions team: Leigh Halfpenny; Sean Maitland, Jonathan Davies, Jamie Roberts, Simon Zebo; Jonathan Sexton, Mike Phillips; Mako Vunipola, Tom Youngs, Adam Jones, Alun Wyn Jones, Paul O'Connell , Tom Croft, Sam Warburton, Jamie Heaslip
