The Lions have made five changes from the side that opened the series against Australia with victory at the Suncorp Stadium for Saturday's second Test.
Three are enforced with Alex Corbisiero, Paul O'Connell and Mike Phillips injured, but Tommy Bowe, who has made a recovery from a broken bone in his hand in half the time originally suggested, replaces Alex Cuthbert, a try scorer in Brisbane, on the right wing while Dan Lydiate takes over from Tom Croft in the back row as the Lions look to tighten up at the breakdown.
Scrum-half Phillips was passed fit to play, but the Lions head coach Warren Gatland has given him the week off because he was struggling to train because of floating pieces of bone in his knee. Ben Youngs replaces him with Conor Murray on the bench.
"Mike has been struggling in training and he is such an important player that we want to make sure he is right for next week," said Gatland. "He could have played, but we have quality in the position. Our emphasis is to wrap up the series this week and not go to Sydney on the final weekend locked at 1-1.
"Tommy Bowe has done superbly well to get fit and all credit to the medics and his attitude. He played in the Tests in 2009 and brings vital experience in what is a vital weekend for us."
The Lions struggled at the breakdown in Brisbane, giving Australia six penalty kicks at goal by going off their feet. Phillips was not offered enough protection, clattered by Australia's blind-side flanker Ben Mowen.
Lydiate, who captained the Lions against the Rebels on Tuesday, will offer physical resistance and his selection indicates that the Lions will play more narrowly than they did in Brisbane, even though the midfield remains unchanged and Manu Tuilagi has not ben named on the bench.
With Jamie Roberts struggling to be fit for next week after tearing a hamstring, the Lions do not have the gainline-breaking thrust in midfield that had been part of their gameplan before the start of the series. Tuilagi made his comeback from injury against the Rebels, but was used at 13, not 12.
The Lions have a vastly different bench this weekend, not just in terms of personnel but potential impact. Only three of the eight in Brisbane remain, but in having two back rowers among the reserves, Tom Croft and Sean O'Brien, Gatland has gone for impact.
The Lions faded in the final quarter in the first Test, hanging on at the end of a match in which they had enjoyed dominance in terms of possession and territory. They will also probably keep their props Mako Vunipola, who replaces the injured Corbisiero, and Adam Jones on the field for longer than 51 minutes, the time the switch was made on Saturday.
"Everyone knows what is there for us to achieve on Saturday," said the Lions captain, Sam Warburton. "We know Australia will bounce back. As a nation they are competitive and optimistic: they will in no way feel down and out. We expect a huge performance from them.
"We want to wrap things up this week. The last thing we want is a momentum shift going into the final week and we are all really excited about the game. I have been counting it down all week and now there are only two days to go. We know we have got every chance."
Lions team to play Australia in Melbourne
Halfpenny; Bowe, O'Driscoll, Davies, North; Sexton, B Youngs; Vunipola, T Youngs, A Jones, AW Jones, Parling, Lydiate, Warburton (capt), Heaslip.
Replacements: Hibbard, Grant, Cole, Croft, O'Brien; Murray, Farrell, Cuthbert.
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