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Cooper Vuna returns to the Rebels line-up for Saturday's Super Rugby encounter with the Southern Kings.
Vuna came off the bench in the victory over the Western Force last time out but he will now start on the wing as part of a rejigged back division.
James O'Connor moves from full-back to fly-half to replace the benched Angus Roberts, with Richard Kingi switching from the wing to wear the No 15 jersey.
The Kings have also shuffled their back division as they look to build on the shock draw against the Brumbies.
Demetri Catrakilis and Shaun Venter return at half-back to face the Rebels, with George Whitehead shifting to full-back.
Siviwe "Shakes" Soyizwapi and Nicolas Vergallo drop to the bench - while Luke Watson and Darron Nell are not quite ready to return to action, so they will play for the Eastern Province Kings in the Vodacom Cup.
Rebels: 15 Richard Kingi, 14 Jason Woodward, 13 Mitch Inman, 12 Rory Sidey, 11 Cooper Vuna, 10 James O'Connor, 9 Nick Phipps, 8 Scott Higginbotham (c), 7 Scott Fuglistaller, 6 Luke Jones, 5 Cadeyrn Neville, 4 Hugh Pyle, 3 Paul Alo-Emile, 2 Ged Robinson, 1 Nic Henderson.
Replacements: 16 Shota Horie, 17 Laurie Weeks, 18 Jordy Reid, 19 Jarrod Saffy, 20 Nic Stirzaker, 21 Lachlan Mitchell, 22 Angus Roberts.
Kings: 15 George Whitehead, 14 Sergeal Petersen, 13 Waylon Murray, 12 Andries Strauss (c), 11 Ronnie Cooke, 10 Demetri Catrakilis, 9 Shaun Venter, 8 Cornell du Preez, 7 Wimpie van der Walt, 6 Devin Oosthuizen, 5 Rynier Bernardo, 4 Steven Sykes, 3 Grant Kemp, 2 Hannes Franklin, 1 Schalk Ferreira.
Replacements: 16 Bandise Maku, 17 Kevin Buys, 18 David Bulbring, 19 Jacques Engelbrecht, 20 Nicolas Vergallo, 21 Marcello Sampson, 22 Siviwe Soyzwapi.
"This is a very spirited Southern Kings outfit with a great leader in Andries Strauss, we know what they are capable of.
"Many people close to the Kings would not have seen last weeks result against the Brumbies as a surprise."
"The structure of the 22 worked really well and the team put on a great performance against the Brumbies last week.
"The key for us is that we delivered a good performance against the Brumbies and we now want to build on that in the game against the Rebels."
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|Saturday 15th February|
|15:05||Cheetahs vs Lions|
|17:10||Sharks vs Bulls|
|Friday 21st February|
|06:35||Crusaders vs Chiefs|
|17:10||Cheetahs vs Bulls|
|Saturday 22nd February|
|06:35||Highlanders vs Blues|
|08:40||Brumbies vs Reds|
|15:05||Sharks vs Hurricanes|
|17:10||Lions vs Stormers|
|Sunday 23rd February|
|05:05||Waratahs vs Western Force|
|Friday 28th February|
|06:35||Blues vs Crusaders|
|08:40||Melbourne Rebels vs Cheetahs|
|17:10||Stormers vs Hurricanes|
|Saturday 1st March|
|06:35||Chiefs vs Highlanders|
|08:40||Waratahs vs Reds|
|15:05||Western Force vs Brumbies|
|Friday 7th March|
|06:35||Hurricanes vs Brumbies|
|08:40||Reds vs Cheetahs|
|Saturday 8th March|
|06:35||Crusaders vs Stormers|
|08:40||Western Force vs Melbourne Rebels|
|15:05||Bulls vs Blues|
|17:10||Sharks vs Lions|
|Friday 14th March|
|06:35||Chiefs vs Stormers|
|08:40||Melbourne Rebels vs Crusaders|
|Saturday 15th March|
|06:35||Highlanders vs Western Force|
|08:40||Brumbies vs Waratahs|
Read the thoughts and opinions of Stuart Barnes with skysports.com