Sir Clive Woodward has made a number of changes for this weekend's second test match against New Zealand at Westpac Stadium on Saturday.
Woodward has made 11 changes - including four positional switches in the back division - following last weekend's 21-3 defeat in Christchurch.
There are seven new faces - centre Gavin Henson, wing Shane Williams, hooker Steve Thompson, lock Donncha O'Callaghan and the back-row trio of Simon Easterby, Lewis Moody and Ryan Jones.
Easterby and Jones have stormed through after missing out on Woodward's initial 45-man squad selection, clinching Test spots after arriving as respective replacements for injured pair Lawrence Dallaglio and Simon Taylor.
Five changes are inevitably up-front, where the Lions were over-powered by a rampant All Blacks pack five days ago, with an injured Richard Hill joined on the outside by Shane Byrne, Ben Kay, Neil Back and Martin Corry.
Hooker Byrne and back-row forward Corry are now on the replacements' bench, but Leicester pair Kay and 36-year-old Back miss out completely.
Only props Gethin Jenkins and Julian White, together with lock Paul O'Connell, remain for a chance to avenge the Christchurch pummelling.
Behind the scrum, Woodward has at last gone for Welsh Grand Slam stars Henson and Williams, who are among the most creative players in British rugby.
Henson's first Test omission was a major surprise, while Williams booked his place by scoring five tries during yesterday's 109-6 stroll against second division minnows Manawatu.
New skipper Gareth Thomas will partner Henson in midfield, having been switched from the wing to be handed injured captain Brian O'Driscoll's number 13 shirt.
Woodward has also decreed a positional swap for England pair Josh Lewsey and Jason Robinson, with Lewsey at full-back and Robinson on the wing.
Jonny Wilkinson, meanwhile, reverts from inside centre to fly-half instead of Stephen Jones, but Woodward retains Dwayne Peel as his half-back partner, rather than promoting the more experienced England World Cup winner Matt Dawson.
It will be Wilkinson's first start in a full-blown Test at number 10 since the 2003 World Cup final.
The team comprises six Englishmen, six Welsh and three Irish, with five players - Henson, Williams, O'Callaghan, Easterby and Moody - making their Lions Test debuts.
Defeat for the Lions would leave them facing an irretrievable 2-0 deficit with one Test still to go in Auckland on Saturday week, destroying Woodward's dream of following England's World Cup triumph by defeating the All Blacks in New Zealand.
Lions: J Lewsey (Wasps and England); J Robinson (Sale and England), G Thomas (Toulouse and Wales, capt), G Henson (Neath-Swansea Ospreys and Wales), S Williams (Neath-Swansea Ospreys and Wales); J Wilkinson (Newcastle and England), D Peel (Llanelli and Wales); G Jenkins (Cardiff and Wales), S Thompson (Northampton and England), J White (Leicester and England), P O'Connell (Munster and Ireland), D O'Callaghan (Munster and Ireland), S Easterby (Llanelli and Ireland), L Moody (Leicester and England), R Jones (Neath-Swansea Ospreys and Wales).
Replacements: S Byrne (Leinster and Ireland), G Rowntree (Leicester and England), M Corry (Leicester and England), M Williams (Cardiff and Wales), M Dawson (Wasps and England), S Jones (Clermont Auvergne and Wales), S Horgan (Leinster and Ireland).
Gloucester have been in good form in recent weeks, but Backs Coach Tim Taylor knows that the Cherry and Whites will have to be at their best on Thursday evening (kick off 7:45pm) against a Stade Rochelais side flying high this season.
Speaking to GRTV after the bonus point win over Bristol, back row Lewis Ludlow revealed that despite a tricky first half, Gloucester backed their skills to come through, a faith that was evident in a strong second half showing.
Willi Heinz scored Gloucester's second try as the Cherry and Whites overturned a disappointing first 40 minutes and 0-6 half time deficit, to earn a 26-18 Aviva Premiership victory over Bristol Rugby on Saturday.
It's the first Gloucester-Bristol derby at Kingsholm in over eight years this Saturday (kick off 4:30pm) and, previewing the game with the local media this week, Defence Coach Jonny Bell stressed that, with both teams in the bottom half of the table, they both need the points.
Speaking to the local media this week, Gloucester front rower John Afoa knows the challenge ahead this week against Bristol, and calls on the Cherry and Whites to make the most of home advantage as a determined squad look to bounce back from a narrow loss to Saracens.
Tom Savage speaks to GRTV and the local media as Gloucester went down by 24-20 at Saracens on Sunday afternoon. The second row was disappointed with the result, despite a strong showing from the hosts.
Speaking immediately after the game, skipper Willi Heinz thought that Gloucester had executed their game plan reasonably well and competed hard against Saracens. However, it wasn't enough but the squad will have plenty to work on this week ahead of the derby match against Bristol.
Having named an unchanged starting XV for the past three Aviva Premiership games, Gloucester Rugby ring the changes and retain only five players for Thursday's visit of Stade Rochelais in the European Rugby Challenge Cup (kick off 7:45pm).