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).
Tom Savage delivered a Man of the Match performance against Exeter Chiefs on his birthday on Saturday evening. He spoke to GRTV after the game about the importance of the European Rugby Challenge Cup win.
Speaking to the local media this week, John Afoa described the hard work that the Cherry and White have been putting in and that he is fighting fit ready for Saturday's European Rugby Challenge Cup semi final clash with Exeter Chiefs.
Gloucester Rugby face Exeter Chiefs this Saturday in the European Rugby Challenge Cup semi-final, and Charlie Sharples, who starts at full back is relishing the challenge of the big Kingsholm occasion.
Gloucester meet the Exeter Chiefs for the fourth time in competitive action this weekend, this time in the semi-final of the European Rugby Challenge Cup. Director of Rugby David Humphreys told the local media this week that this is the sort of game that Gloucester want to be involved in on a regular basis and that he and his team are looking forward to it.
Following the 29-26 loss to Harlequins, club captain Billy Twelvetrees spoke of his disappointment that the Cherry and Whites were unable to cash in on the home side's indiscipline and lose a lead on Saturday afternoon.
Number eight Gareth Evans admitted to a collective feeling of frustration as Gloucester lost narrowly at Harlequins on Saturday, but insisted that there are plenty of positives to draw upon ahead of next Saturday's European Rugby Challenge Cup semi-final at home to Exeter.
Gloucester Rugby can confirm that their allocation of tickets for the European Rugby Challenge Cup Final against Edinburgh Rugby, taking place at The Stoop on Friday May 1st (kick off 7:45pm) is now officially sold out.
The Gloucester Rugby Ticket office can advise that the club's initial allocation of tickets for the European Rugby Challenge Cup Final has sold out. However, the club has secured an additional allocation of tickets from EPCR which will go on sale on Monday.
Following Saturday evening's exciting European Rugby Challenge Cup semi-final victory over Exeter Chiefs, the Ticket Office at Kingsholm will be open on Sunday from 11am to 3pm for Club Members to purchase tickets for the Final.