Dynamic rookie flanker Shannon Frizell returns to the Highlanders starting line-up while the back three has been overhauled to face the Sharks in Durban.
One of the finds of the Super Rugby season, Frizell starts ahead of All Black Elliot Dixon after coming off the bench in last week's last-gasp 29-28 win over the Bulls.
Frizell, the brother of St George Illawarra and Kangaroos back-rower Tyson Frizell, scored a brilliant hat-trick in his last start against the Blues.
Co-captain Ben Smith returns from the wing to his customary fullback berth for Saturday's match while Sio Tomkinson and Waisake Naholo claim the wide berths.
All Blacks flyer Naholo returns from a hamstring niggle while utility Tomkinson makes his first start of the season.
Bench front-rowers Ash Dixon and Daniel Lienert-Brown are both in line for their 50th appearance for the Highlanders, who are fourth overall in the standings and chasing a fourth straight win.
Highlanders: Ben Smith (co-capt), Waisake Naholo, Rob Thompson, Teihorangi Walden, Sio Tomkinson, Lima Sopoaga, Aaron Smith, Luke Whitelock, Dillon Hunt, Shannon Frizell, Tom Franklin, Alex Ainley, Tyrel Lomax, Liam Coltman, Aki Seiuli. Reserves: Ash Dixon (co-capt), Daniel Lienert-Brown, Kalolo Tuiloma, Jackson Hemopo, Elliot Dixon, Kayne Hammington, Josh Ioane, Matt Faddes/Josh McKay (one to be omitted).