The Lions, looking to complete an unbeaten season, have made nine changes to their side and left out some potent attacking weapons.
Wellington has already secured first place in the Air New Zealand Cup and, with it, home advantage throughout the play-offs.
Coach Jamie Joseph has rested match-winners such as fullback Cory Jane, wing Hosea Gear, top try-scorer in the competition with 11, and midfield back Tamati Ellison.
That trio will not make the trip south, although All Black Ma'a Nonu has been added to the reserves.
Lock Jeremy Thrush has moved to the bench with Api Naikatini, usually a blindside flanker, moved to lock.
Chris Masoe will take over as skipper and changes sides to the blindside flank, with Scott Fuglistaller starting at openside flanker.
Thomas Waldrom, who indicated earlier this week he is leaving Wellington and appears destined to sign for Canterbury, starts at No 8.
Joe Hill and Tu Umaga-Marshall start on the wings in place of Gear and Buxton Popoali'i, with 18-year-old Popoali'i switched to fullback.
Joseph had indicated earlier in the week he was expecting a desperate Otago side, keen to score tries.
Otago coach Steve Martin has also been busy with the red ink, making six changes to his side as he hopes to end a winless streak of more than a month.
Some of the changes made by Martin have been forced on him by injury, while other changes are through a loss of form or a returning All Black.
Chris Noakes, who has played all his rugby for Otago at first five-eighth, will start the game at fullback.
He replaces Ben Smith, who fractured his foot in the game against Waikato.
Smith had moved to fullback for that game as regular starter Glen Horton had dislocated his shoulder in the previous game.
Andrew Parata comes on to the left wing and makes his starting debut for Otago.
Karne Hesketh moves to the right wing with Lucky Mulipola unavailable because of concussion.
Sean Romans replaces a struggling Toby Morland at halfback while All Black Adam Thomson is the openside flanker, in place of Eben Joubert,who moves to the bench.
Hooker Peter Mirrielees swaps with Jason Macdonald, who was taken off at half-time in the loss to Waikato last week.
Going into the round, Otago sits in 11th place.
The result of last night's game between Waikato and Taranaki, with Waikato gaining five points and Taranaki two for a bonus-point loss, means Otago has a only a remote mathematical chance of making the play-offs.
Otago would have to thrash Wellington while relying on Northland, which has a superior points differential to Otago, to gain a low-scoring win over Auckland, with neither side gaining a bonus point.
Otago's backline is green and it will rely on enthusiasm and energy to combat a Wellington side brimful of confidence.
Otago will be relying on the inside pairing of Romans and Daniel Bowden to get on the front foot and create some opportunities.
Five of the backline come from University A so combinations should not be a problem.
Aggression was sadly lacking last week and Otago will have to show more line speed.
