The Highlanders will give Super 15 debuts to two players - lock Alex Ainley and winger Ryan Tongia - and will also put six forwards on the bench in a match which has all of a sudden become a must-win.
Ainley plays his first game at this level, at the ripe old age of 33, replacing Tom Franklin in the second row.
The Tasman lock had a slow start to the season with a niggling calf problem and then broke his jaw in a club match about two months ago and has not played since.
He was somewhat surprisingly taken on the South African tour and has come into the side for Franklin who is feeling the effects of a heavy training load.
Ainley will not have played rugby for a lengthy period when he takes the field and his lungs are bound to be bursting with questions over his match fitness.
Winger Ryan Tongia comes into the side for Waisake Naholo, who has been hampered by a heel injury of late.
Tongia (24) is an electric winger but has a limited background in the game.
He played the 13-man code in Australia, although not playing in the NRL, before moving to the Hawkes Bay last year to start playing rugby.
He is a good runner although there are doubts over his defence.
The other change to the side from last week is at openside flanker where John Hardie comes in for Dan Pryor. Hardie has not started for nearly two months after picking up a nasty ankle injury.
With the Highlanders tight five sure to have a tough examination, coach Jamie Joseph has put six forwards on the bench and is bound to use them.
He has resisted the temptation to rest any of his All Blacks and is running out of matches for the players to have a rest.
The Cheetahs had the bye last week but have plenty of injury problems.
Inside backs Sarel Pretorius and Joe Pietersen are both out with shoulder injuries.
Highlanders v Cheetahs
Bloemfontein, Sunday, 5.10am
Highlanders: Ben Smith (co-captain), Ryan Tongia, Malakai Fekitoa, Richard Buckman, Patrick Osborne, Lima Sopoaga, Aaron Smith, Nasi Manu (co-captain), John Hardie, Gareth Evans, Mark Reddish, Alex Ainley, Josh Hohneck, Liam Coltman, Brendon Edmonds. Reserves: Ash Dixon, Daniel Lienert-Brown, Ross Geldenhuys, Tom Franklin, Elliot Dixon, Dan Pryor, Fumiaki Tanaka, Marty Banks
Cheetahs: Clayton Blommetjies, Rayno Benjamin, Francois Venter, Michael van der Spuy, Sergeal Petersen, Francois Brummer, Tian Meyer, Willie Britz, Boom Prinsloo, Tienie Burger, Francois Uys (captain), Carl Wegner, Maks van Dyk, Torsten van Jaarsveld, Danie Minnie. Reserves: Stephan Coetzee, BG Uys, Ewald van der Westhuizen, Steven Sykes, Carel Greeff, Shaun Venter, Coenie van Wyk, Raymond Rhule
