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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 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