England's Jamie Noon is back at inside centre after two successive Six Nations triumphs, forming a midfield partnership with Mathew Tait, who himself tasted international success last weekend with the England Sevens squad in Los Angeles.
In the front row Matt Thompson takes the place of Andy Long, with fit-again Stuart Grimes in for Geoff Parling at lock and Mike McCarthy named at blindside flanker for Owen Finegan.
Hall Charlton comes in for James Grindal at scrum half in the only other change, while on the bench England Under-21s fly half Toby Flood returns after knee trouble.
Speaking on the injury situation going in to the game, forwards coach Peter Walton said: "We are managing Mark Mayerhofler's Achilles, which is just a little sore, but he will be back in contention for the Leicester game next Friday.
"Geoff Parling has sore ribs, but could have played if pushed. Stuart Grimes' return to fitness after a back problem means we have the perfect replacement in any case, so there was no need to rush Geoff.
"Hall Charlton needs a start this week, and then James Grindal will be fresh and chomping at the bit next Friday, so it's very much a squad game these days.
"I thought Owen Finegan had a great game on Sunday, and he's increasingly turning it on for us in recent weeks, but with having Colin Charvis back it gives us the option of using Mike McCarthy at six and still retaining an experienced presence in the back row.
"We have two tough games in the space of five days, so it's up to us as coaches to manage the player welfare during that period without hopefully weakening the team, and we are doing that with the likes of McCarthy coming in for Finegan and Thompson for Long, so that the guys will still be fresh when the Leicester game comes around."
With Toby Flood back on the bench to cover fly half in the absence of the injured Jonny Wilkinson, Walton said: "It's obviously a blow having Jonny unavailable, but he's in good hands with the medics and will be back when he's ready.
"He was absolutely flying in training and really buzzing with the prospect of a comeback, but he'll be back at some point, and we're lucky that we have players like Dave Walder and Toby in that position.
"Dave put in a superb performance at London Irish last weekend, and his tackle count was actually 100 per cent, also winning a turnover, which is a big step in terms of his own development because he's worked incredibly hard on his defence.
"He is a fantastic player capable of really dominating a game, and along with Toby we still have real quality both in the team and on the bench."
Having opted to start both of his Six Nations stars in Charvis and Noon, Walton insisted there was no doubt over their readiness, stating: "Charv is up for it, big time.
"He rang me straight after the Wales v Scotland game to tell me he was coming home as soon as possible, and that he was raring to go for the Gloucester match.
"The same applies to Noony and Mat Tait, who are both buzzing after their results with England in the Six Nations and Sevens, so there are no worries on that score."
Looking ahead to what promises to be a fierce battle against a Gloucester side which toppled the Falcons at Kingsholm in November, he said: "Gloucester basically have two back rows they can put out depending on the game, so they can be physical with the likes of Balding, Buxton and Boer, but then can add pace with players like Forrester and Merriman if they need to.
"They are, like us, one of the form teams in the Premiership, and they had a great result against Leicester last Friday night on the TV. They scrummaged well that night, and they're just an awkward team to play against, as you would expect from a side coached by Dean Ryan."
Newcastle Falcons team to face Gloucester:
15 Matthew Burke
14 Tom May
13 Mathew Tait
12 Jamie Noon
11 Anthony Elliott
10 Dave Walder
9 Hall Charlton
1 Micky Ward
2 Matt Thompson
3 Robbie Morris
4 Andy Perry
5 Stuart Grimes
6 Mike McCarthy
7 Cory Harris
8 Colin Charvis (captain)