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).
Ben Morgan, Tom Johnson and Henry Thomas spoke to Russ Hargreaves this week as they were about to do some DIY work at Chobham RFC as part of Natwest Rugby Force. On the agenda for discussion were, of course, England's forthcoming games but also the trio's painting prowess.
With ADEY Professional Heating Solutions now unveiled as Gloucester Rugby's new main sponsor from July 2013, managing Director Kelvin Stevens spoke to the club website about the reasons for getting involved with the club.
Gloucester Rugby CEO Stephen Vaughan was delighted to introduce ADEY Professional Heating Solutions as the club's new main sponsor this week. He spoke to the club website about the exciting new partnership.
Although understandably disappointed following the 40-39 defeat at Exeter, Freddie Burns thought that both teams fully contributed to a great spectacle but that a couple of refereeing decisions were key to the outcome.
Gloucester's final game of the season ended in a narrow defeat in a pulsating encounter at the Exeter Chiefs. The Cherry and Whites went down 40-39, as Gareth Steenson's dramatic late penalty meant that the end of Director of Rugby Nigel Davies' first season in charge ended in defeat. Davies spoke to the official website in the Devon sunshine.
Dave Lewis was in a tough situation on Saturday afternoon - playing for Gloucester against the side he will join next season, Exeter Chiefs. At the final whistle though, Lewis was simply disappointed to have lost the game.
Tongan second row Lua Lokotui is looking forward to catching up with some old acquaintances at Sandy Park when Gloucester take on Exeter Chiefs on Saturday afternoon, as he and his team mates hope to finish the season on a high note.
During a break from training ahead of Saturday's Aviva Premiership fixture at Exeter, centre Henry Trinder hopes that Gloucester build on the momentum from the recent win over Saracens, and expressed frustration that he's hitting form as the season end approaches after missing time due to injury.
Gloucester Rugby may have already clinched their Heineken Cup spot for 2013-14, but Director of Rugby Nigel Davies stressed this week that it's important for Gloucester to finish their season on a positive note at Exeter on Saturday.
Gloucester Rugby fly half Freddie Burns is hoping to pull on a starting jersey for England when they take on the Barbarians at Twickenham on Sunday afternoon. He made the most of a break from training at Pennyhill Park to speak to the club website.
Gloucester Rugby number eight Ben Morgan this week joined up with the England squad ahead of Sunday's international against the Barbarians at Twickenham, and took time out from training to talk to the club website.