A wrist injury has sidelined Wales star Jamie Roberts, so England's Riki Flutey forges a new midfield combination with Tommy Bowe, who switches from the wing.

Ugo Monye, dropped after the first Test defeat, returns in the number 14 shirt, with world player of the year Shane Williams starting instead of Luke Fitzgerald on the other wing.

England props Andrew Sheridan and Phil Vickery take over from injured pair Gethin Jenkins and Adam Jones, while back-row changes see starts for Wasps flanker Joe Worsley and Wales openside Martyn Williams.

The seven changes and one positional alteration mean just four players will have started all three Tests - fly-half Stephen Jones, scrum-half Mike Phillips, skipper Paul O'Connell and number eight Jamie Heaslip.

Peter de Villiers has made 10 changes to his South Africa side to face the British and Irish Lions in the third Test at Ellis Park.

With the Springboks having already taken an unassailable 2-0 series lead, the coach opted to give the rest of his squad a game leaving captain John Smit, vice-captain Victor Matfield, Fourie du Preez, Tendai Mtawarira and Juan Smith as the only survivors in the starting XV.

Bulls full-back Zane Kirchner will make his debut in the number 15 jersey, while Odwa Ndungane, Jaque Fourie, Wynand Olivier, Jongi Nokwe and Morne Steyn all come in to a backline that includes just one player - scrum-half Du Preez - that started in the previous Test that was won 28-25 by the world champions.

There are four new faces amongst the forwards where Chiliboy Ralepelle Johann Muller, Heinrich Brussow and Ryan Kankowski all come in.

Lions: R Kearney (Leinster and Ireland); U Monye (Harlequins and England), T Bowe (Ospreys and Ireland), R Flutey (Wasps and England), S Williams (Ospreys and Wales); S Jones (Scarlets and Wales), M Phillips (Ospreys and Wales); A Sheridan (Sale Sharks and England), M Rees (Scarlets and Wales), P Vickery (Wasps and England), S Shaw (Wasps and England), P O'Connell (Munster and Ireland, capt), J Worsley (Wasps and England), M Williams (Cardiff Blues and Wales), J Heaslip (Leinster and Ireland). Replacements: R Ford (Edinburgh and Scotland), J Hayes (Munster and Ireland), A-W Jones (Ospreys and Wales), D Wallace (Munster and Ireland), T Croft (Leicester and England), H Ellis (Leicester and England), J Hook (Ospreys and Wales)