Those changes see Shaun Knight start at tight head prop in place of Rupert Harden, while Martyn Thomas takes over from Shane Monahan on the left wing.
Director of Rugby Nigel Davies resists the temptation to throw his returning England players straight back into the thick of the action. Ben Morgan and Jonny May are named amongst the replacements, however, with Billy Twelvetrees given extra time to get over an infected knee.
Talking to the local media this week, Forwards Coach Andrew Stanley feels that the break from action came at a good time for Gloucester.
"The boys were in need of a rest. They took a few days to recharge their batteries and recover physically and mentally.
"But last week we had a really good week in training, a tough week, and have carried that over into this week as we've built up nicely for Newcastle. We're looking forward to Saturday.
"We've watched Newcastle a lot over the past few weeks. We've obviously played them twice already this season and they're a side that is constantly improving.
"Their performances against Northampton and Leicester show how far they've come as they've got used to playing them in the Premiership again. We're certainly not taking them lightly, they'll offer us stern opposition."
Rob Cook; Charlie Sharples, Henry Trinder, Mike Tindall (capt), Martyn Thomas; Ryan Mills, Dan Robson; Nick Wood, Darren Dawidiuk, Shaun Knight; Elliott Stooke, James Hudson; Sione Kalamafoni, Matt Kvesic, Gareth Evans
Huia Edmonds, Dan Murphy, Sila Puafisi, Will James, Ben Morgan, Jimmy Cowan, Freddie Burns, Jonny May