The All Black Sonny Bill Williams and fellow Chiefs back James Lowe have withdrawn from the match against the Hurricanes in Wellington tomorrow night due to injury.
Williams has a back strain which is only expected to keep him out for this week and James Lowe's shoulder injury has flared up again after training.
New Zealand Under-20 captain Anton Lienert-Brown replaces Williams in the midfield, while Bryce Heem will move onto the left wing, with Marty McKenzie coming onto the bench.
The Chiefs are backing young Damian McKenzie to do the job for them at first five in their crunch match against the Super Rugby leaders.
Andrew Horrell, who replaced McKenzie's brother Marty for the loss last time out to the Rebels in Melbourne, is in the reserves.
There's no room again anywhere in the squad for Marty McKenzie, who initially filled in for the Chiefs' injured All Black No.10 Aaron Cruden.
Damian McKenzie's been tipped as a future All Black after some good outings in his rookie Super season, as well as being one of the standout New Zealand players at last year's Under-20 World Championships in Auckland.
He also started the Chiefs' season opener this year, with Cruden rested.
But the 20-year-old will need a strong game on Saturday night, according to his Chiefs coach Dave Rennie.
"The Hurricanes are the form team of the competition," says Rennie. "They are a team full of experienced players and have combinations that have played together for a number of seasons. They have been consistent and played some great footy."
"A win to the Hurricanes will probably see them seal the conference and if we win, we will pull them back towards the pack, so it is a big day for both sides."
The other starting changes see lock Michael Allardice get his first run-on role of the season, with Matt Symons suffering from concussion in the Rebels loss, while Hosea Gear takes over the duties on the right wing.
Mitchell Graham, Liam Squire and Maama Vaipulu all come onto the reserve bench along with Horrell on Saturday night.
1. Pauliasi Manu
2. Hika Elliot
3. Ben Tameifuna
4. Michael Allardice
5. Michael Fitzgerald
6. Liam Messam (c)
7. Sam Cane
8. Michael Leitch
9. Brad Weber
10. Damian McKenzie
11. James Lowe
12. Sonny Bill Williams
13. Charlie Ngatai
14. Hosea Gear
15. Tom Marshall
16. Quentin MacDonald
17. Siate Tokolahi
18. Mitchell Graham
19. Liam Squire
20. Maama Vaipulu
21. Augustine Pulu
22. Andrew Horrell
23. Bryce Heem