Up front, Will James and Gareth Evans come in for James Hudson and Ben Morgan respectively.
In the back line, Mike Tindall returns at centre and Martyn Thomas is preferred to Rob Cook at full back.
It's round 19 of the Aviva Premiership and, with just four rounds left to play, there is plenty at stake for every team in the table.
Gloucester will be looking to bounce back from the disappointment of bowing out of the Amlin Challenge Cup at London Wasps last weekend.
But, with Thursday's announcement regarding the future of European Rugby, a seventh place finish in the Aviva Premiership takes on new meaning so there is every incentive for Gloucester as the regular season draws to a close.
As if any further incentive would be required with Bath Rugby the visitors to a sell out Kingsholm on Saturday afternoon, a fact not lost upon Director of Rugby Nigel Davies.
"The performance last weekend, particularly the first half was unacceptable, and the players have to react to that. It's a huge game for us, regardless of last weekend, regardless of what type of season we've had. The Gloucester-Bath game is the biggest game of our season.
"It's a great occasion, it's a sell out crowd. There's a lot of frustration in our camp and it's a great opportunity for us against our traditional rivals. They're in good form but, if you look at the last nine games and points gained, there's not much between the teams.
"They've come a long way and play some good rugby. They've got dangerous players all around the park and a solid platform to play off. They're a good side, it's a huge challenge for us and we can't just rely on blood and guts. We have to be technically proficient while bringing intensity and commitment."
Martyn Thomas; Charlie Sharples, Henry Trinder, Mike Tindall, Jonny May; Billy Twelvetrees (capt), Jimmy Cowan; Nick Wood, Dan George, Shaun Knight; Elliott Stooke, Will James; Sione Kalamafoni, Matt Kvesic, Gareth Evans
Huia Edmonds, Dan Murphy, Sila Puafisi, James Hudson, Ben Morgan, Tavis Knoyle, Freddie Burns, Rob Cook