Otago will field a new-look backline and will give a starting debut to hooker Sekonaia Pole in just its second game of the season against a championship team.
All up, Otago has made eight changes to the team that went down to Auckland at Eden Park on Sunday.
The backline has had some serious surgery and Michael Collins moves to fullback.
Otago coach Cory Brown said he had intended to play Gavin Stark on the wing but Stark pulled out yesterday because of injury.
He decided to move Tony Ensor to the left wing and put Collins at fullback.
Collins is a solid defensive player who has played well for Otago this season, and Brown had every confidence in his ability.
Brown said a couple of players were carrying some niggles and it was the best team he could put out.
Playing games so close together was part of the draw but it was not made any easier by having to play the two highest ball-carrying teams in the competition, Brown said.
Ensor played at fullback for Otago against Auckland last Sunday but takes the place of Jack Wilson, who has moved to the bench.
Peter Breen gets his first start at first five-eighth, while Tei Walden will captain the side from second five-eighth.
He will be Otago's third captain in as many games.
Liam Coltman is still struggling with a rib injury and prop Craig Millar is being rested.
Up front, Pole will be flanked by two new starting props in Donald Brighouse and Aki Seiuli.
Seiuli was a standout player for Otago last year but a knee injury slowed him down at the start of the season.
With Sam Anderson-Heather not recovered from an ankle injury, Pole gets a chance and Sam Sturgess comes into the reserves.
Sturgess, the University A hooker, has been playing for North Otago but will make his debut for Otago if he gets on the field.
Coltman should, hopefully, get back on to the field against Southland on September 26.
Josh Dickson comes back into the side at lock, sharing duties with Blair Tweed.
Tom Franklin has moved to the reserves and is bound to get some playing time, along with Millar and fellow prop Hisa Sasagi.
The Wellington team has lost Highlanders midfielder Shaun Treeby, who broke his leg in the loss to Tasman.
Jason Woodward, who has been sidelined since April with a bad ankle sprain, gets his first start for the season on the right wing, with former Otago winger Joe Hill dropping out of the squad.
Cory Jane is over his hip injury and will start at fullback.
Otago v Wellington
Wellington, tomorrow, 7.35pm
Otago: Michael Collins, Jayden Spence, Matt Faddes, Tei Walden (captain), Tony Ensor, Peter Breen, Josh Renton, Mika Mafi, Adam Knight, Naulia Dawai, Josh Dickson, Blair Tweed, Donald Brighouse, Sekonaia Pole, Aki Seiuli. Reserves: Sam Sturgess, Craig Millar, Hisa Sasagi, Tom Franklin, Dillon Hunt, Kaide Whiting, Fletcher Smith, Jack Wilson.
Wellington: Cory Jane, Jason Woodward, Tomasi Alosio, Marvin Karawana, Wes Goosen, Frae Wilson, Brad Shields (captain), Ardie Savea, Vaea Fifita, Hoani Matenga, Jeremy Thrush, Jeffery To'omaga-Allen, Leni Apisai, Reggie Goodes. Reserves: James O'Reilly, Finnbarr Kerr-Newell, Joe Apikotoa, Adam Hill, Greg Foe, Tomasi Palu, Jackson Garden-Bachop, Malo Tuitama.
