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).
Speaking to the media following the 31-33 West Country Challenge Cup defeat to Exeter Chiefs at the Memorial Stadium, Director of Rugby David Humphreys was full of praise for his side's battling qualities in a bruising encounter but concerned about the injuries picked up.
The West Country Challenge Cup fixture against the Exeter Chiefs at the Memorial Stadium in Bristol on Saturday (kick off 3pm) will be Gloucester's last chance to work on things like new combinations says Director of Rugby, David Humphreys.
Speaking after the 30-21 West Country Challenge Cup defeat at Bath, Director of Rugby David Humphreys spoke of the improvements his team are making as preseason progresses but acknowledges that there is still work to do ahead of the start of the Aviva Premiership.
Speaking to the local media ahead of Saturday's trip to Bath Rugby in the West Country Challenge Cup, front rower Nick Wood spoke of the hard work put in across the extended preseason and highlighted the competition for front row spots in the squad.
Gloucester have named a 30 man squad for the latest round of West Country Challenge Cup action against Bath on Saturday, with Director of Rugby David Humphreys stressing the need to keep an eye on player workload ahead of what will be a long, tough season.
Describing the 50-7 West Country Challenge Cup win over Bath on Sunday as a '...good hit out...', wing Charlie Sharples admitted that it had been a good opportunity to put into practice things that the squad have been trying out in training in recent weeks.
Speaking to the local media after the 50-7 victory over Bath Rugby on Sunday, David Humphreys was happy with his squad's effort, with the most important aspect being the game time earned by his players.
Gloucester make wholesale changes to the side that started at Exeter last Saturday as they prepare to take on Bath at the Memorial Stadium, Bristol on Sunday in the West Country Challenge Cup (kick off 3pm). The Director of Rugby told GRTV that the players are raring to go and that he's looking forward to seeing different combinations in action.
Gloucester Rugby Club Members can now list their seat on StubHub.co.uk for any games that they are set to miss during the 2015/16 campaign, giving other Gloucester fans a safe and easy way to buy tickets from Gloucester Rugby Club Members on a match by match basis.