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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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|Friday 24th May|
|08:35||Chiefs vs Crusaders|
|10:40||Melbourne Rebels vs Waratahs|
|Saturday 25th May|
|08:35||Blues vs Brumbies|
|10:40||Western Force vs Highlanders|
|16:00||Southern Kings vs Cheetahs|
|16:05||Stormers vs Reds|
|18:10||Sharks vs Bulls|
|Friday 31st May|
|08:35||Crusaders vs Waratahs|
|10:40||Brumbies vs Hurricanes|
|Saturday 1st June|
|08:35||Highlanders vs Blues|
|10:40||Reds vs Melbourne Rebels|
|16:05||Stormers vs Southern Kings|
|18:10||Cheetahs vs Bulls|
|Friday 7th June|
|10:40||Brumbies vs Melbourne Rebels|
|Sunday 9th June|
|07:05||Western Force vs Waratahs|
|Friday 28th June|
|08:35||Chiefs vs Hurricanes|
|Saturday 29th June|
|08:35||Highlanders vs Crusaders|
|14:00||Sharks vs Blues|
|16:05||Bulls vs Southern Kings|
|18:10||Stormers vs Cheetahs|
|Friday 5th July|
|08:35||Crusaders vs Chiefs|
|Saturday 6th July|
|08:35||Hurricanes vs Highlanders|
|14:00||Cheetahs vs Blues|
|16:05||Southern Kings vs Stormers|
|18:10||Bulls vs Sharks|
|Saturday 18th May|
|Cheetahs 27 - 13 Reds|
|Bulls 35 - 18 Highlanders|
|Waratahs 28 - 22 Brumbies|
|Crusaders 23 - 3 Blues|
|Friday 17th May|
|Western Force 13 - 23 Sharks|
|Melbourne Rebels 30 - 21 Stormers|
|Hurricanes 12 - 17 Chiefs|
|Saturday 11th May|
|Southern Kings 34 - 27 Highlanders|
|Waratahs 21 - 15 Stormers|
|Blues 36 - 32 Melbourne Rebels|
|Friday 10th May|
|Cheetahs 34 - 39 Hurricanes|
|Reds 32 - 17 Sharks|
|Chiefs 22 - 21 Western Force|
|Sunday 5th May|
|Brumbies 23 - 30 Crusaders|
|Saturday 4th May|
|Bulls 48 - 14 Hurricanes|
|Southern Kings 10 - 72 Waratahs|
|Western Force 11 - 11 Reds|
|Highlanders 25 - 22 Sharks|
|Friday 3rd May|
|Melbourne Rebels 33 - 39 Chiefs|
|Blues 18 - 17 Stormers|
|Sunday 28th April|
|Crusaders 30 - 26 Melbourne Rebels|
|Saturday 27th April|
|Cheetahs 26 - 12 Southern Kings|
|Bulls 30 - 19 Waratahs|
|Brumbies 41 - 7 Western Force|
|Chiefs 37 - 29 Sharks|
Read the thoughts and opinions of Stuart Barnes with skysports.com