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).
Billy Twelvetrees spoke to Russ Hargreaves of Talking Rugby at England training ahead of Sunday's huge RBS Six Nations clash with Wales at Twickenham. The centre is relishing the challenge of fronting up against a smart and talented Welsh back line.
Tim Taylor spoke to Gloucester Rugby TV after the 31 year old fly half announced that he was retiring from professional rugby. The Derby-born pivot, is excited for what the future holds for his new business ventures despite his career being cut short by a knee injury.
Dan Robson spoke to Gloucester Rugby TV at Franklin's Gardens following the 39-13 loss to Saints. The scrum-half enjoyed his battle with Lee Dickson but was gutted at the result as the Cherry and Whites did not do themselves justice, falling off in the closing stages to the league leaders.
Speaking after the game at Franklin's Gardens, Director of Rugby Nigel Davies reflected on a disappointing final quarter which saw Northampton Saints ease their way to a comfortable 39-13 win on Saturday afternoon.
Gloucester Rugby TV caught up with Gareth Evans this week ahead of the trip to Northampton Saints in the Aviva Premiership. The back rower explained his pride in his performances this season but knows there is still a lot for him to learn.
Gloucester Rugby travel to take on the table topping Northampton Saints in the Aviva Premiership on Saturday. Director of Rugby Nigel Davies is well aware of the qualities of Jim Mallinder's side, but Gloucester are the only team to defeat the Saints in the league this season.
Gloucester number eight Ben Morgan is hoping to start against Wales a week on Sunday, a team containing a number of former club team mates. He told the RFU.com website that he's looking forward to the prospect.
Second row James Hudson spoke to the club website following the 25-20 victory over Harlequins about how missed chances made things nervy late on, on what was a hugely emotional day for the Gloucester team.
Dan Murphy spoke to Gloucester Rugby TV after the win over Harlequins. The front rower touched down for the crucial second half score and expressed his delight at the performance and insisted the importance to push on from it.
There will be a trio of Gloucester Rugby players in the England Rugby starting line up for Sunday's huge clash with Wales at Twickenham. Number eight Ben Morgan is named to start with Billy Twelvetrees and Jonny May continuing in the back line.
England Under 20s have named their side to take on Wales for Friday's Under 20 Six Nations clash at Kingston Park, and Gloucester Rugby duo Billy Burns and Ross Moriarty keep their places in the starting line-up, with Jonny Hill named on the bench.