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).
Skipper Billy Twelvetrees told GRTV after the win in Brive that the game could have been a tough one to get up for, but that his Gloucester team mates did themselves proud on the night and got a big result.
Reflecting on the 31-20 victory in Brive on Thursday evening, Director of Rugby David Humphreys said that clinching a home European Rugby Challenge Cup quarter-final was the overall aim and duly achieved.
Gloucester may have already clinched a home European Rugby Challenge Cup quarter-final, but Director of Rugby David Humphreys wants his side to finish the pool stages on a winning note in Brive on Thursday evening.
Speaking after Saturday's win, James Hudson was happy to record a bonus-point win against a hugely physical Oyonnax side as Gloucester secured their passage into the European Rugby Challenge Cup Quarter Finals
Billy Burns was a try scorer on his first European start for Gloucester and, speaking after the game, admitted that it was good to get the five points although there are still things to work on before the trip to Brive.
Gloucester Rugby have added to their front row strength in depth for next season with the signings of Paul Doran-Jones, Paddy McAllister and Nicky Thomas from Harlequins, Aurillac and the Ospreys respectively.