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).
Gloucester-Hartpury Women take on West Park Leeds Ladies in the final of the Intermediate Cup at Royal Wootton Bassett RFC on Saturday. Rebecca de Filippo and Gemma Sharples took time out from training to preview the game.
Speaking to the local media this week, front row forward John Afoa spoke of the squad's targets for this weekend's European Rugby Challenge Cup Quarter Final with Cardiff Blues at Kingsholm. Despite taking on new opponents, the squad know the focus is on themselves to get the job done as knockout rugby kicks in.
Gloucester-Hartpury Women take on West Park Leeds Ladies in the final of the Intermediate Cup Final on Saturday. Head Coach Susie Appleby took time out to preview the game and chat about the future for the team.
Number eight Ben Morgan admitted that the 32-14 Aviva Premiership win over Bristol on Friday evening hadn't been pretty at times, but that the win was based on everyone in the squad remaining united and working for each other.
Previewing Friday evening's local derby at Bristol, Interim Head Coach Jonny Bell told the local media that Gloucester's preparations have gone well and that the whole squad is united in trying to finish the season on a high.
Speaking to GRTV this week, Acting Head Coach Jonny Bell spoke of his pleasure in the efforts and intensity in training from the squad after a tricky few weeks. The team were preparing for big games with Bristol and Cardiff in coming weeks.
Willi Heinz was understandably and visibly disappointed when he spoke to GRTV after the 27-30 home defeat to Harlequins, apologising to the home support as the game slipped away after seemingly having the game under control.
In the aftermath of the Aviva Premiership victory over Bristol, Interim Head Coach Jonny Bell was able to look forward to this weekend's European Rugby Challenge Cup quarter-final against Cardiff Blues (Kingsholm, kick off 8:05pm).