Fresh off their win over the Bulls in the Vodacom United Rugby Championship, the Lions will face Benetton in their opening EPCR Challenge Cup fixture in Johannesburg with the news that their two Springboks - Asenathi Ntlabakanye and Morne van den Berg - have been included in their starting line-up.
Both players were in the match day 23 for the Springboks against Wales and have returned to their side buoyed by the Bok success, which the Lions hope will rub off on them.
Ntlabakanye slots back in at tighthead, alongside Franco Marais and SJ Kotze, while Van den Berg is in at scrumhalf to partner Chris Smith.
In the only other change to the match day 23 Richard Kriel returns to the bench with Erich Cronje coming into the starting line up for the injured Henco van Wyk.
Benetton won the URC fixture in Treviso comfortably and will head to Johannesburg in a confident mood that they can repeat this away from home.
Lions: Quan Horn; Kelly Mpeku, Erich Cronje, Bronson Mills, Eduan Keyter; Chris Smith, Morne van den Bergh; Francke Horn (captain), Ruan Venter, Jarod Cairns, Reinhard Nothnagel, Etienne Oosthuizen, Asenathi Ntlabakanye, Franco Marais, SJ Kotze.
Replacements: Morne Brandon, Eddie Davids, RF Schoeman, Darrien Landsberg, Renzo du Plessis, Nico Steyn, Richard Kriel, Gianni Lombard.