Brad Thorn and Patrick Osborne have returned from injury for the Highlanders' match against against the Hurricanes in Dunedin on Friday.
Thorn has been out since round one with a rib injury but will take his place in the second row alongside Joe Wheeler, while Osborne has recovered from an ankle problem and returns to the left wing.
Phil Burleigh gets his first start of the season, replacing Shaun Treeby at inside centre, while Ma'afu Fia will make his first starting appearance, coming into the front row in place of Chris King.
Elliot Dixon gets a start in the unfamiliar position of blindside flank, with John Hardie dropping out of the squad entirely.
Meanwhile, openside flankers Ardie Savea and Jack Lam will play together in a re-jigged Hurricanes loose trio.
In other changes, Marty Banks comes in at fullback for an injured James Marshall (toe) and James Broadhurst at lock for Jeremy Thrush, who is unavailable due to a personal commitment.
All Blacks wing Cory Jane had recovered from the broken nose he suffered against the Brumbies, but was ruled out for the second week in a row after suffering an ankle injury in training yesterday.
Highlanders – 15 Ben Smith (c), 14 Richard Buckman, 13 Malakai Fekitoa, 12 Phil Burleigh, 11 Patrick Osborne, 10 Lima Sopoaga, 9 Aaron Smith, 8 Nasi Manu (c), 7 Shane Christie, 6 Elliot Dixon, 5 Joe Wheeler, 4 Brad Thorn, 3 Ma'afu Fia, 2 Liam Coltman, 1 Kane Hames.
Subs: 16 Ged Robinson, 17 Matias Diaz, 18 Chris King, 19 Jarrad Hoeata, 20 TJ Ioane, 21 Fumiaki Tanaka, 22 Hayden Parker, 23 Shaun Treeby.
Hurricanes – 15 Marty Banks, 14 Alapati Leiua, 13 Conrad Smith, 12 Hadleigh Parkes, 11 Julian Savea, 10 Beauden Barrett, 9 Chris Smylie, 8 Faifili Levave, 7 Ardie Savea, 6 Jack Lam, 5 James Broadhurst, 4 Mark Reddish, 3 Jeffery Toomaga-Allen, 2 Dane Coles, 1 Ben Franks.
Subs: 16 Ash Dixon, 17 Chris Eves, 18 John Schwalger, 19 Mark Abbott, 20 Blade Thomson/Adam Hill, 21 TJ Perenara, 22 Matt Proctor, 23 Andre Taylor.
Photo: Phil Walter/Getty Images