The summer signing from Leicester moves across from centre to fly half with Freddie Burns still a week or so away from full fitness, Billy Burns in South Africa with England U18s and Tim Taylor moving to the bench.
In come Jonny May, Charlie Sharples, Henry Trinder, Mike Tindall, James Simpson-Daniel and Dan Robson.
Similarly, Alex Brown will continue to skipper the side but he is the only starter in the pack who keeps his place from last weekend.
There is a welcome return for Nick Wood after injury and a first appearance in a Gloucester shirt for England international number eight Ben Morgan.
Davies names 13 replacements so there could well be multiple changes in the second half.
The game is Alex Brown and Nick Wood's testimonial game and, following the action on the pitch, why not join the duo in the 1873 Club for post-match drinks and meet other members of the first team squad?
Entrance tickets are a minimum donation of £15 and allow entry to the 1873 club immediately post match plus a free pie and a pint.
Put your questions into the Question & Answer session with question master Mike Tindall along with Alex and Nick, new squad members and Director of Rugby Nigel Davies.
Tickets are strictly limited and can be purchased online by clicking HERE or contacting the ticket office on 0871 871 8781 (option 2).
1873 member tickets already allow entry to the post match function while Gloucester Rugby season ticket holders are reminded that this game does not form part of their 2012-13 season ticket package.
Tickets are now available and are just £17 for an adult seating and £12 for an adult standing. Junior concessions are also available. Season ticket holders will receive a £2 discount.
Jonny May; Charlie Sharples, Henry Trinder, Mike Tindall, James Simpson-Daniel; Billy Twelvetrees, Dan Robson; Nick Wood, Tommaso D'Apice, Rupert Harden; Will James, Alex Brown (captain); Matt Cox, Akapusi Qera, Ben Morgan
Koree Britton, Dan Murphy, Shaun Knight, Tom Savage, Sione Kalamafoni, Andy Hazell, Dave Lewis, Peter Buxton, Tim Taylor, Tim Molenaar, Martyn Thomas, Rob Cook, Darren Dawidiuk