Ian McGeechan's tourists bounced back from a disappointing start to their 10-match tour with a 70-point hammering of their second opposition in Johannesburg on Wednesday night.

Now the Lions move on to Bloemfontein where they take on another set of Super 14 opponents in the form of the Cheetahs.

This will be the first time the Lions have faced the Cheetahs as a professional entity, with the hosts having previously played under the name of 'Orange Free State' or simply 'Free State'.

The Lions boast a record of six wins and a draw from their eight matches against Free State sides, with their only defeat coming in their very first clash back in 1924.

The most-recent match between the two teams took place during the Lions' last visit to South Africa 12 years ago when Newcastle wing John Bentley crossed for a hat-trick of tries in a thrilling 52-30 win.

A similar outcome on Saturday would no doubt please the thousands of Lions supporters already out in the Republic, although current defence coach Shaun Edwards would be more than a little annoyed if the Lions concede 30 points this time around.

The Cheetahs are without captain Juan Smith, who is expected to start on the openside flank for the Springboks when the three-match Test series begins on June 20 in Durban, but they do include a host of internationals with a point to prove.

Four members of the Cheetahs starting XV were named in the South African squad to face a Namibian XV on May 29 and all four will be keen to make Peter de Villiers think he has made a mistake in leaving them out of the 28-man party for the series against the Lions.

Heinrich Brüssow, one of the country's most-consistent performers throughout this year's Super 14, starts on the blindside flank, while centre Meyer Bosman, prop Wian du Preez and hooker Adriaan Strauss also will be looking to put their disappointments behind them in the best possible style.

Springbok international Hendro Scholtz skippers the side from the back row, with fellow Bok Kabamba Floors named as a replacement flanker having spent much of 2008 playing on the wing.

Right wing Danwel Demas has excessive pace having starred for South Africa Sevens over recent seasons, while his possible replacement Fabian Juries is also an international in the shortened version of the sport.

As for the Lions, McGeechan names an entirely different starting side to the one that ran out 74-10 winners at Coca Cola Park two days ago.

Paul O'Connell returns to captain the team after Brian O'Driscoll took over the armband against the Golden Lions, with O'Driscoll not included in the matchday squad.

O'Connell is joined in the second row by Munster and Ireland team-mate Donncha O'Callaghan, one of three players making their first appearance for the 2009 Lions.

Both Luke Fitzgerald and Leigh Halfpenny are in line for their Lions debuts, with Fitzgerald having recovered from a knee injury and a chest infection and Halfpenny coming through extensive rehabilitation on a quad problem that saw him ruled out of the tour's opening two matches.

Halfpenny starts on the right wing, with Ospreys stars Lee Byrne and Shane Williams completing an all-Welsh back three, while Fitzgerald plays in the slightly more unfamiliar role of inside centre as a result of Riki Flutey's continuing knee strain.

James Hook and Harry Ellis make their first starts in Lions colours at halfback and Keith Earls has overcome a shoulder niggle to replace O'Driscoll in the No13 shirt.

In the pack, Andy Powell and Stephen Ferris both start for the first time having been forced to withdraw from last Saturday's game against the Royal XV. Joe Worsley is named at openside after starting the game in Phokeng at blindside flanker.

Andrew Sheridan makes his second start of the tour alongside two of the party's four Scots, with hooker Ross Ford and prop Euan Murray completing the line up.

After being called up to the squad this week to provide midfield cover, Ireland centre Gordon D'Arcy is included on a replacements bench that includes five players who started the opening tour match and another who started Wednesday's victory in Johannesburg.

Nathan Hines played an impressive role last time out and now provides back row cover, with Matthew Rees, Adam Jones, Simon Shaw, Ronan O'Gara and Mike Blair the five replacements who started the 37-25 win at the Royal Bafokeng Sports Palace on May 30.

Did you know?

Cheetahs head coach Naka Drotske played hooker for London Irish for three seasons between 2001 and 2004, winning both the Club's Players' Player of the Season and Supporters' Player of the Season Awards in 2003.

What the Lions say:

Lions assistant coach Graham Rowntree

"We're travelling to the Free State, which is a true hotbed of rugby, and the players know they need to keep their feet firmly on the ground.

"It's a new group of players playing on Saturday and some of the guys will be making their first start. So that should provide some energy.

"You've got to take your chance on a Lions tour otherwise you'll find yourself at the back of the queue."

Lions captain Paul O'Connell

"The win on Wednesday was a very good thing for the tour as a whole. It was a big performance and people will stand up and take a bit of notice of us now.

"But it's important that we don't think it is always going to be like Wednesday night. There are going to be days when we will have to knuckle down and dig deep. We have to play to win first and foremost.

"One of the first things that Shaun Edwards said to us after the game in midweek was that we won't be going out to try to play razzle-dazzle rugby to emulate the Golden Lions victory.

"The best thing for confidence and morale is winning and that's what we need to carry on doing in Bloemfontein this weekend."

What the Cheetahs say:

Cheetahs head coach Naka Drotské

"The Golden Lions were very poor on defence. There were holes everywhere. They did not have much structure. That allowed the Lions to get momentum and to bring their dangerous backs into play.

"We will have to get in their faces for 80 minutes and be very physical to ensure we stop them getting momentum.

"If you allow them to get any momentum they will cut you to pieces, as they showed this week."