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).
Having skippered Scotland to a hard fought 25-13 defeat against England at Twickenham on Saturday, Greig Laidlaw spoke of the frustrations of his side doing so many good things and making real progress as a team but still finishing on the wrong end of the scoreline.
GRTV caught up with Neil McCarthy as he was unveiled as the new Head of Academy. The ex-Gloucester front rower is looking forward to getting to work with the vast arrays of talent in the Academy and across Gloucestershire.
Although understandably disappointed to see Northampton snatch a 33-33 draw with a last gasp try on Saturday, Gareth Evans told GRTV after the game that the result shows how far Gloucester have come as a team this season.
Gloucester scrum half Greig Laidlaw spoke to GRTV after the 33-33 draw with Northampton Saints on Saturday, and the Scotsman described how the hosts played some great rugby, but will rue not holding the lead which keeps them in touch with the top seven.
Although Gloucester could take many positives from the 33-33 draw with Northampton Saints on Saturday, centre Bill Meakes admitted it was a strange feeling at the final whistle with Gloucester having probably done enough to win the game.
Speaking after the 33-33 draw with Northampton Saints on Saturday, David Humphreys admitted that he was happy with many aspects of the team's performance but regretted a missed opportunity to defeat the Premiership champions.
Speaking to the local media this week, Richard Hibbard is relishing his return to the Cherry and White jersey as the hosts take on Aviva Premiership leaders Northampton Saints on Saturday afternoon (ko 3:15pm)
Ahead of the visit of Northampton Saints to Kingsholm in the Aviva Premiership on Saturday (kick off 3:15pm), Head Coach Laurie Fisher admitted that it's good to have more selection options as the RBS Six Nations takes a break.
Gloucester Rugby would like to inform supporters about an exciting opportunity for you to raise money for your chosen charity or chosen cause. 2015 is an exciting year for Gloucester, with Kingsholm Stadium hosting four fixtures for Rugby World Cup 2015.
On loan centre Brendan Macken will make his first start for Gloucester Rugby as the Cherry and Whites resume their Aviva Premiership campaign on Sunday when they take on the Sale Sharks at the AJ Bell Stadium.