With NSW looking to record their first win over Great Britain since their 18-14 victory in 1959, additional breakdown nous will be provided by the return of combative openside Pat McCutcheon. McCutcheon was expected to captain last week's side before being withdrawn through injury. Now fully recovered from the knee knock, the club captain and former Australia Sevens captain, is the third and final change to last week's run-on side.
Although still missing 11 international players, the changes mean that head coach Michael Cheika has been able to field a side boasting four international players, with 63-cap Wallabies winger Drew Mitchell starting at full back and prop Paddy Ryan, who made his Test debut on the 2012 Spring tour against France, playing at tight-head.
Relishing the chance to make history, HSBC Waratahs Head Coach Michael Cheika said, "This is a once in a lifetime opportunity and we want it to be something worth remembering. We're going to go for it, we can't be looking for a glorious defeat. As a player, you want to say that you played in an international-level fixture and you made something of it."
"We're playing against a team with a massive artillery. Obviously I'd like to have all our international players available but fair play to the ARU to giving us Dave and Rob back and for releasing Bernard and Matt from the sevens camp.
"We've been all about trying to develop a winning attitude, no matter who's in the jersey. The odds are against us, massively, but we'll try and buck them. As long as there's a chance, we'll take it. Anything in red that moves, we'll have a crack at. We need to play our game and do it as best we can and see what happens."
The rivalry between NSW and the Lions dates back 125 years to the teams' first meeting at the Sydney Cricket Ground on 2 June, 1888 when NSW lost 2-18. Since then, the sides have met a total of 20 times, with the NSW Waratahs recording four victories and one draw. In their last encounter on June 23, 2001 at the Sydney Football Stadium (now called Allianz Stadium), NSW lost 24-41. The NSW Waratahs last beat the Lions 18-14 at the Sydney Sports Ground in 1959.
Named on the bench are three Shute Shield players, called into the squad as cover. Whilst Richard Aho and AJ Gilbert made their NSW debuts in last week's 28-13 win over the Force, if he takes the field, 21-year-old Sydney University prop Sam Talakai will earn his NSW debut. After pushing hard on the selection front, Liam Winton (Sydney University) and Terrence Hepetema (Randwick) have been named as the squad's 24th and 25th players, in recognition of their contributions to the squad in the lead up to this match.
HSBC Waratahs (v British & Irish Lions)
15. Drew Mitchell (Randwick)
14. Cam Crawford (Northern Suburbs)
13. Rob Horne (Southern Districts)
12, Tom Carter (Sydney University)
11. Peter Betham (Sydney University)
10. Bernard Foley (Sydney University)
9. Brendan McKibbin (Eastern Suburbs)
1. Jeremy Tilse (Sydney University)
2. John Ulugia (Eastern Suburbs)
3. Paddy Ryan (Sydney University)
4. Will Skelton (Sydney University)
5. Ollie Atkins (Sydney University)
6. Jed Holloway (Southern Districts)
7. Pat McCutcheon (Sydney University)
8. Dave Dennis (Sydney University, captain)
16. Luke Holmes (Warringah)
17. Richard Aho (Randwick)
18. Sam Talakai (Sydney University)
19. Lopeti Timani (Southern Districts)
20. AJ Gilbert (Northern Suburbs)
21. Matt Lucas (Manly)
22. Ben Volavola (Southern Districts)
23. Tom Kingston (Sydney University)