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 after the 37-8 European Rugby Challenge Cup win over Benetton Treviso, James Hook admitted that the Italian side made things tough for Gloucester at times but that the Cherry and Whites are happy to take the bonus point win and turn their focus to Northampton next week.
Speaking to GRTV after the game, Backs Coach Tim Taylor was happy with the squad as they cruised to victory over Treviso. The result wasn't in doubt, but the Cherry and Whites laboured to secure a crucial try bonus point.
Speaking to the local media this week, Gloucester Rugby centre Matt Scott is excited to take the field again as the Cherry and Whites look to build on the win in Bayonne when Treviso come to Kingsholm this Saturday.
Defence Coach Jonny Bell admitted this week that the European Rugby Challenge Cup victory in Bayonne was a welcome one, stressed that Benetton Treviso will pose a tough test on Saturday at Kingsholm but that Gloucester are determined to deliver in front of their own fans.
Motu Matu'u is looking to make up for lost time this week as the Cherry and Whites head to Basque Country to take on Bayonne in the European Rugby Challenge Cup opener. The Samoan hooker made his first appearance in the jersey last weekend, and is hoping to contribute to the team this weekend.
Gloucester's attentions turn to Europe this weekend as they travel to Bayonne for their opening fixture of this season's European Rugby Challenge Cup. Forwards Coach Trevor Woodman told GRTV that the Cherry and Whites will be aiming to top their pool as they've done for the past two seasons, but is well aware of how tough it is to win in France.
Although understandably disappointed at seeing victory slip away at the last minute, Ben Morgan said after the game at Exeter that there were plenty of positives that Gloucester could take from the game.
Gloucester made it two wins from two outings in this season's European Rugby Challenge Cup as they outplayed Benetton Treviso at Kingsholm to win by 37 points to 8, the bonus point try coming with the final play of the game.