Newcastle have been braced for a clash with "one of the top teams in Britain" when they fight for Anglo-Welsh survival on Friday night.
The Falcons will be eliminated from this season's EDF Energy Cup unless victory can be achieved against Kingston Park
visitors Llanelli Scarlets.
While Newcastle came unstuck 28-5 in their opening Pool C appointment with Sale Sharks, Llanelli brushed aside Guinness Premiership strugglers Harlequins to take top spot.
And Falcons number eight Phil Dowson, who will captain Newcastle, has no doubt that a Llanelli side containing a fit-again Dwayne Peel, midfield playmaker Regan King and inspirational skipper Simon Easterby will provide an intense examination.
"All round, you would have to say they are a class act," claimed Dowson.
"They are top of the Magners League and are one of the top teams in Britain. It is an exciting challenge for us to be taking them on.
"They are not afraid to throw the ball around, and they are quite an expansive team compared to a lot of the sides we face in the Premiership. Llanelli are a team packed with quality players right across the pitch."
Newcastle welcome back fly-half Toby Flood, who suffered an injury during England training at Loughborough University, but full-back Matt Burke misses out due to a slight thigh problem.
Anthony Elliott moves to full-back, and there are starts up front for prop Johnny Williams, hooker Matt Thompson and lock Andy Perry, with second-row prospect Geoff Parling on the bench following his recovery from major shoulder surgery during the summer.
The Scarlets rest Wales fly-half Stephen Jones to replacement duty, handing Ceiron Thomas their number 10 shirt, while wing Mark Jones returns instead of Darren Daniel, with props Phil John and Deacon Manu also gaining starts.
"We have built up a momentum over the past few weeks, which is very pleasing," said Scarlets rugby director Phil Davies, whose team are seeking a sixth successive win in all competitions.
"We are taking this competition seriously and have picked a strong squad. We feel we have got a pretty effective game-plan."
Tournament organisers will be looking for more encouraging attendance figures after almost 80,000 people watched last weekend's opening eight games. Half the matches were witnessed by crowds of 10,000 and above.