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).
In the second episode in the series of videos where Gloucester Rugby TV chat to box holders at Kingsholm, after they note twenty years as owners of a box. Nick Broady of Avenue Cars and Paul Baldwin of Brunsdons chat to the camera about their memories and about rugby in general.
Gary Jones of Glevum Windows and Conservatories recently visited Kingsholm Stadium and the Cherry and White supporter spoke exclusively to Gloucester Rugby TV after marking two decades as a box holder in the Stowford Press Stand at Kingsholm. A great feat!
Speaking to the local media this week during preseason, new hooker Richard Hibbard said he was really enjoying putting in the hard work and being back to full fitness ahead of the 2014-15 season with the Cherry and Whites.
Nick Walshe was unveiled as Gloucester's new Backs and Attack Coach this week and spoke to Simon Ward for the RFU.com podcast about his excitement at joining Gloucester and working with a new group of players.
Speaking after the Third Test defeat to New Zealand, Ben Morgan told RFU.com that the loss was a disappointing way to sign off the summer tour but that the England team know what they have to do to be successful.
At the end of a tour when there have been so many positives for England, fly half Freddie Burns, who will start the third Test against New Zealand, was clear that the whole squad are focussed on signing off with a memorable win when he spoke to RFU.com
Speaking to Steve Jones of RFU.com straight after the 27-28 defeat to New Zealand on Saturday, Billy Twelvetrees spoke of the frustration of a missed opportunity, but stressed that England would lick their wounds and bounce back.
Freddie Burns contributed 12 points in England's 20-15 defeat against New Zealand on Saturday but, speaking after the game to RFU.com, preferred to talk about the many positives in the performance from Stuart Lancaster's side.
Gloucester number eight Ben Morgan put in a great individual performance as England were just pipped by New Zealand by 20 points to 15 in Auckland on Saturday. He told Steve Jones of RFU.com that the team will be in good spirits going into the 2nd Test in Dunedin.
Gloucester Rugby are fully aware of a delay in the delivery of a small number of club membership packs to supporters ahead of the Premiership Rugby 7s on Thursday evening and would like to issue the following advice.
Thursday will present the first chance for Gloucester Rugby supporters to watch new signing Jacob Rowan in a Cherry and White shirt as the back rower runs out for the first time in the Premiership Rugby Sevens.
Tickets are selling fast for the Premiership Rugby 7s at Kingsholm on Thursday 31 July, so to guarantee your ticket for the return of the action at the 2014-15 season's curtain raiser, the ticket office are opening late on Wednesday evening.
Thursday evening sees the return of live action to Kingsholm in the form of the Premiership Rugby 7s and the Cherry and Whites have named an exciting squad ready to take on Bath Rugby, Exeter Chiefs and London Irish in Pool B.