Coach Ricki Herbert said the team was hampered by injury and illness, but that would give younger players an opportunity to test their skills.
"Victory will probably have their best team but we won't.
"We had 10 players come back with injury or the flu, so it will be a good challenge for our younger players," he said.
One such player expected to get some field time is newly signed Waikato 17-year-old Marco Rojas.
Tony Lochhead and Ben Sigmund had flu, Daniel Cortes had ankle problems and Diego Walsh was recovering from a sinus operation, Herbert said.
Other players not playing were captain Andrew Durante, Leo Bertos, John McKain, Chris Greenacre and Eddy Putter.
However, he said Queenstown was a great backdrop for the game, which was a lead-in to the season.
The Phoenix's training session was cancelled yesterday after the team arrived late in Queenstown.
However, some Queenstown youngsters still came out to meet the team and get autographs.
The arrival of the Phoenix team was smoother than that of their Australian counterpart.
The Victory's flight had to be diverted to Dunedin because of low cloud and the team had to travel by bus to Queenstown yesterday afternoon.
The Victory players were to have left Melbourne at 5.50pm on Thursday, with an overnight stop in Christchurch before boarding an 8.30am service to Queenstown yesterday.
However, delays on both flights and bad weather resulted in the team reaching its final destination nearly eight hours behind schedule, the Australian FourFourTwo website reported.
"Our first flight from Melbourne to Christchurch was delayed, so instead of arriving at 11pm, we landed at 4.30am," Victory football operations manager Gary Cole said.
"Three hours later we were back at the airport for our flight to Queenstown.
"However, that was also delayed a couple of hours.
"Once in the air, we ended up circling Queenstown for about an hour, but couldn't land because of the weather conditions.
"So we were forced to go Dunedin, where we boarded a bus and made the four-hour journey to Queenstown.
"It's been an adventure, to say the least," he said.
That adventure could continue today if snow falls at Queenstown's picturesque stadium, but there is an option to postpone the match a day if necessary.
Victory has sent a strong squad to New Zealand, including Kevin Muscat, Archie Thompson, Danny Allsopp, Carlos Hernandez and Rodrigo Vargas, with youth players Matthew Foschini and Sebastian Mattei promoted to the travelling party.
