Lions captain Martin Johnson and England team-mate Jonny Wilkinson play their first game in the Lions tour of Australia when they tackle the Queensland Reds in Brisbane on Saturday.
But coach Graham Henry decided against risking England flanker Lawrence Dallaglio's suspect knee.
Fly-half Wilkinson teams up with Wales scrum-half Rob Howley, and there are five Englishmen in the pack.
The Lions squad has again been shuffled, with 12 changes to the starting team after Tuesday night's comprehensive 83-6 win over the Queensland President's XV in Townsville.
Wales winger Dafydd James, Irish centre Rob Henderson and Scottish prop Tom Smith retained their starting places.
British and Irish Lions v. Queensland:
Iain Balshaw (Eng), Daffyd James (Wal), Brian O'Driscoll (Ire), Rob Henderson (Ire), Dan Luger (Eng), Jonny Wilkinson (Eng), Rob Howley (Wal), Scott Quinnell (Wal), Neil Back (Eng), Richard Hill (Eng), Danny Grewcock (Eng), Martin Johnson (Eng, capt), Phil Vickery (Eng), Keith Wood (Ire), Tom Smith (Sco)
AFP