First-five Beauden Barrett will captain the All Blacks for the first time while three players are set to make non-test debut's in Sunday's match against the Barbarians at Twickenham.
Uncapped trio hooker Asafo Aumua, prop Tim Perry and outside back Matt Duffie are all on the bench to play the Robbie Deans coached Baabaas, while the recalled wing Seta Taminivalu gets a start in his fourth test.
The entire loose forward trio has been replaced with coach Steve Hansen making 11 changes to the starting XV from last month's loss to Australia in Brisbane.
Jerome Kaino gets his first start back since the Lions series at No.8, with Ardie Savea on the openside and Vaea Fifita on the blind.
Nathan Harris will start at hooker, Ofa Tu'ungafasi at prop, TJ Perenara at halfback, and rookie midfielder Ngani Laumape at second-five inside Anton Lienert-Brown.
David Havili replaces Damian McKenzie at fullback.
Beauden Barrett will become the 132nd player to captain the All Blacks - 68 have captained the Test side while 63 have lead the side in non-Tests.
The three new editions to the All Blacks won't receive Test caps for Sunday's match but coach Steve Hansen said their inclusion is about the bigger picture.
"It's very rare that we get the chance to play a non-Test match in the modern era and it's given us the chance to give our full squad an opportunity to stake claims for future matches and gain valuable big-match experience.
"Not only is it a special occasion for the team, it'll also be a particularly special day for Beauden ,as well as the three new All Blacks Asafo, Tim and Matt, who will be pulling on the All Blacks jersey for the first time. We congratulate them on their impending milestones.
"The expected crowd of 65-70 thousand will create a Test-like atmosphere and the quality of the opposition will also add to the occasion. It looks set to be a very entertaining match so those who come to the game shouldn't go home disappointed."
The All Blacks have played the Barbarians ten times since 1954, with seven wins to the All Blacks, one draw and two losses. One of those losses was the last match between the two sides at Twickenham, in 2009.