Rising young stars Joe Carlisle and James Collins are both handed starts as Worcester Warriors prepare to face Bristol in the Guinness Premiership on Saturday (kick-off 3pm).
Carlisle is awarded his first Guinness Premiership starting spot at fly half, with Shane Drahm moving to the bench, as Director of Rugby Mike Ruddock gives youth a chance to shine at the Memorial Stadium.
England Sevens ace Collins replaces skipper Pat Sanderson in the back row and is joined by Tom Wood and Drew Hickey who is named captain for the day. Kai Horstmann misses out with a shoulder knock.
Chris Pennell comes in at full back, Thinus Delport dropping to the bench, and Matt Mullan is named at hooker with Aleki Lutui (elbow) ruled out. Mullan will line up in the front row alongside Tony Windo will make his 100th Premiership appearance in the penultimate league clash of the campaign.
Tough-tackling centre Dale Rasmussen (neck) is replaced by New Zealand international Rico Gear and Will Bowley is in for lock Greg Rawlinson who moves to the bench.
Wales international prop Chris Horsman and back row Netani Talei make welcome returns from injury among the replacements.
Warriors v Bristol
15 Chris Pennell
14 Miles Benjamin
13 Rico Gear
12 Sam Tuitupou
11 Marcel Garvey
10 Joe Carlisle
9 Matt Powell
1 Tony Windo
2 Matt Mullan
3 Tevita Taumoepeau
4 Will Bowley
5 Craig Gillies
6 Tom Wood
7 James Collins
8 Drew Hickey (c)
16 Chris Horsman
17 Chris Fortey
18 Greg Rawlinson
19 Netani Talei
20 Ryan Powell
21 Shane Drahm
22 Thinus Delport