Lions coach Dick Muir has made two injury-enforced changes to the team the narrowly lost to the Sharks last weekend at Coca Cola Park in Johannesnburg.
Walter Venter replaces Doppies la Grange at inside centre and Derick Minnie comes in for No 8 Todd Clever who went off injured in last week's clash.
Venter partners Marius Delport, who played centre and wing for the Bulls last season.
Spencer who was left out of the original line up last week but was a surprise starter last week retains his place at fullback after putting in arguably his best performance for the Lions.
Michael Killian is again on the wing where he was moved to in order to accommodate Spencer.
Lions team:
Carlos Spencer, Michael Killian, Marius Delport, Walter Venter, Wandile Mjekevu, Herkie Kruger, Jano Vermaak, Derick Minnie, Wikus van Heerden, Cobus Grobbelaar (capt.), Franco van der Merwe, Nico Luus, Gert Muller, Hans van Dyk, JC Janse van Rensburg.
Replacements: Hannes Franklin, Kevin Buys, Wouter Moore, Justin Wheeler, Chris Jonck, Deon van Rensburg, Tonderai Chavhanga.
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