The Rebels have been dealt a huge blow for their showdown with the Brumbies, losing skipper Adam Coleman to sternum soreness.
The star lock was an integral part of Melbourne's win over the Sunwolves, wreaking havoc at lineout time and playing an understated hand in the Rebels attack.
But he pulled up particularly sore after the match and has since been ruled out of the Australian Conference blockbuster, with Ross Haylett-Petty getting the nod in the second row alongside Matt Philip.
Outside of the forced change, coach Dave Wessels has stuck solid with the starting XV that has claimed convincing wins through the opening fortnight.
There is some movement on the bench, though, with Marika Koroibete and Richard Hardwick making their returns from injury.
Ben Daley has also been named on the pine.
"Unfortunately for Adam with the travel and a six-day turnaround that he hasn’t pulled up from a knock against the Sunwolves in time for Friday night but it’s exciting to welcome back Marika, Dickie (Richard) and Ben," Wessels said.
"Ross also thoroughly deserves his chance to start – he works incredibly hard around the field for such a big man and brings some real intensity in the contact areas."