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Angus Roberts will make his Super Rugby debut when the Rebels face the Reds at AAMI Park on Friday.
Roberts gets his first run out at full-back, with James O'Connor having switched to fly-half to replace the injured Kurtley Beale.
Alex Rokobaro also comes into the back division, with Rory Sidey dropping to the bench, while coach Damian Hill has kept faith in his pack.
The Reds will be buoyed by the return of Anthony Faingaa for the trip to Melbourne.
The 26-year-old centre has recovered from a hand injury to take his place in the side, with boss Ewen McKenzie making two further changes.
After 12 appearances off the bench scrum-half Nick Frisby makes his first Super Rugby start, while the versatile Jono Lance is named at full-back for the first time since 2011
Rebels: 15 Angus Roberts, 14 Richard Kingi, 13 Mitch Inman, 12 Lachlan Mitchell, 11 Alex Rokobaro, 10 James O'Connor (c), 9 Nick Phipps, 8 Scott Higginbotham, 7 Scott Fuglistaller, 6 Luke Jones, 5 Cadeyrn Neville, 4 Hugh Pyle, 3 Laurie Weeks, 2 Ged Robinson, 1 Nic Henderson.
Replacements: 16 Shota Horie, 17 Paul Alo-Emile, 18 Jordy Reid, 19 Jarrod Saffy, 20 Nic Stirzaker, 21 Rory Sidey, 22 Tom English.
Reds: 15 Jono Lance, 14 Dom Shipperley, 13 Anthony Faingaa, 12 Ben Tapuai, 11 Digby Ioane, 10 Quade Cooper, 9 Nick Frisby; 8 Jake Schatz, 7 Liam Gill, 6 Ed Quirk, 5 Ed O'Donoghue, 4 Rob Simmons, 3 James Slipper, 2 Saia Faingaa, 1 Greg Holmes.
Replacements: 16 James Hanson, 17 Albert Anae, 18 Adam Wallace-Harrison, 19 Radike Samo, 20 Ben Lucas, 21 Mike Harris, 22 Chris Feauai-Sautia.
"Anthony's an experienced player that brings a lot of the energy to the group with his enthusiasm and leadership, so we're happy he is healthy once again.
"We've been deliberately conscious not to rush his injury but at the same time he has been training strongly with the group for more than a fortnight now and we are confident he will add another dimension to our performance."
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|Saturday 15th March|
|03:35||Hurricanes vs Cheetahs|
|06:35||Highlanders vs Western Force|
|08:40||Brumbies vs Waratahs|
|13:00||Lions vs Blues|
|15:05||Sharks vs Reds|
|Friday 21st March|
|06:35||Highlanders vs Hurricanes|
|08:40||Waratahs vs Melbourne Rebels|
|Saturday 22nd March|
|06:35||Blues vs Cheetahs|
|08:40||Brumbies vs Stormers|
|11:00||Western Force vs Chiefs|
|15:05||Lions vs Reds|
|17:10||Bulls vs Sharks|
|Friday 28th March|
|06:35||Crusaders vs Hurricanes|
|08:40||Melbourne Rebels vs Brumbies|
|Saturday 29th March|
|06:35||Blues vs Highlanders|
|08:40||Reds vs Stormers|
|13:00||Bulls vs Chiefs|
|15:05||Sharks vs Waratahs|
|Friday 4th April|
|07:35||Highlanders vs Melbourne Rebels|
|09:40||Brumbies vs Blues|
|Saturday 5th April|
|07:35||Hurricanes vs Bulls|
|09:40||Reds vs Western Force|
|13:00||Cheetahs vs Chiefs|
|15:05||Lions vs Crusaders|
|17:10||Stormers vs Waratahs|
|Friday 14th March|
|Melbourne Rebels 19 - 25 Crusaders|
|Chiefs 36 - 20 Stormers|
|Saturday 8th March|
|Sharks 37 - 23 Lions|
|Bulls 38 - 22 Blues|
|Western Force 32 - 7 Melbourne Rebels|
|Crusaders 14 - 13 Stormers|
|Friday 7th March|
|Reds 43 - 33 Cheetahs|
|Hurricanes 21 - 29 Brumbies|
|Saturday 1st March|
|Bulls 25 - 17 Lions|
|Western Force 14 - 27 Brumbies|
|Waratahs 32 - 5 Reds|
|Chiefs 21 - 19 Highlanders|
|Friday 28th February|
|Stormers 19 - 18 Hurricanes|
|Melbourne Rebels 35 - 14 Cheetahs|
|Blues 35 - 24 Crusaders|
|Sunday 23rd February|
|Waratahs 43 - 21 Western Force|
|Saturday 22nd February|
|Lions 34 - 10 Stormers|
|Sharks 27 - 9 Hurricanes|
|Brumbies 17 - 27 Reds|
|Highlanders 29 - 21 Blues|
|Friday 21st February|
|Cheetahs 15 - 9 Bulls|
|Crusaders 10 - 18 Chiefs|
|Saturday 15th February|
|Sharks 31 - 16 Bulls|
|Cheetahs 20 - 21 Lions|
Read the thoughts and opinions of Stuart Barnes with skysports.com