The Waratahs have brought back a host of stars to face the Rebels on Thursday night at Brookvale Oval.
Israel Folau will play his first game since last October's Bledisloe Cup when he runs out at fullback for the Waratahs, after taking a sabbatical through the Spring Tour.
Waratahs captain Michael Hooper said Folau was taking more of a leadership role since coming back to NSW.
"He's fresh, he looks in fantastic shape," he said.
"I know he'll be coming out and wanting to prove a point and he hasn't played in a long time, so I'm sure he's keen to get on the park and do his thing.
"I think he's not only come back re-energised within himself but he's come back wanting from the outside looking in, wanting to help younger players and impart some of his knowledge on them and he's done that well and wanting him to do more of it."
Kurtley Beale has been cleared of an elbow injury that ruled him out of the Tens, set to combine with Bernard Foley at Super Rugby level for the first time since a stint with UK side, Wasps.
In the forwards, Tom Staniforth has been given the chance to combine with Rob Simmons in the second row, with Ned Hanigan on the bench, while Michael Wells and Jed Holloway will start in the back row alongside Hooper.
Winger Cam Clark will also sit out the match with a hamstring injury he picked up at the Brisbane Tens, while Curtis Rona has won the battle for the 13 spot, edging out Lalakai Foketi for the outside centre spot.
The Waratahs will take on the Rebels on Thursday February 15, kicking off at 6:45pm AEDT.
TEAM
Waratahs to face Rebels
1. Tom Robertson
2. Damien Fitzpatrick
3. Paddy Ryan
4. Tom Stanifoth
5. Rob Simmons
6. Michael Wells
7. Michael Hooper
8. Jed Holloway
9. Jake Gordon
10. Bernard Foley
11. Andrew Kellaway
12. Kurtley Beale
13. Curtis Rona
14. Alex Newsome
15. Israel Folau
Reserves
16. Hugh Roach
17. Tolu Latu
18. Shambeckler Vui
19. Harry Johnson-Holmes
20. Will Miller
21. Mitch Short
22. Mack Mason
23. Bryce Hegarty
24. Ned Hanigan
25. Lalakai Foketi
26. Lachlan Swinton
27. Ryan McCauley
28. Brad Wilkin
29. Nick Palmer
30. Irae Simone
31. Taqele Naiyaravoro