Into the back three come Billy Burns and Steph Reynolds from the Academy and Drew Locke returns to partner Tim Molenaar in the centre.
The starting pack, however, is unchanged from the one that started against Sale.
The game will kick off at 7:30pm and entrance to the game is free for Gloucester Rugby season ticket holders.
Otherwise, it's £5 for adults and £1 for U16s with only the Mira Showers Stand open on the night - seating is unallocated.
Billy Burns; Steph Reynolds, Drew Locke, Tim Molenaar, Ian Clark; Tim Taylor, Brad Field; Yann Thomas, Tommaso d'Apice, Dario Chistolini; Will Graulich, Elliott Stooke; Peter Buxton (capt), Matt Cox, Gareth Evans
Nico Woodward, James Gibbons, Henry Sandys, Ross Moriarty, Rob Langley, Grant Hancox, Kai Done, Liam Gallaher