The British and Irish Lions will face a Barbarians side captained by Italy number eight Sergio Parisse in their tour opener in Hong Kong on Saturday.
The invitational team also features ex-All Blacks Joe Rokocoko and Nick Evans, France scrum-half Dimitri Yachvili and Springboks hooker Schalk Brits.
Welshman Paul James and Italy prop Martin Castrogiovanni join Brits in the front row.
There are also starts for uncapped Wasps pair Elliot Daly and Sam Jones.
Only four players - Daly, wing Takudzwa Ngwenya, centre Casey Laulala and lock Marco Wentzel - remain from the side thrashed 40-12 by England.
Welshmen James Hook and Duncan Jones, plus Scotland lock Jim Hamilton and former England centre Mike Tindall, are among the replacements.
Coach Dai Young, three times a Lions tourist himself, insists his much-changed side will be far more motivated and focused than the one beaten at Twickenham on Sunday.
"We are not going to shy away from the fact that we all felt let down afterwards," he said. "We didn't play anything like we expected and we know we are going to have to be a lot better.
"The players realised themselves that they have to step things up this week, and preparation and training has been spot on.
"We have been concentrating on getting the basics right and earning the right to play rather than just going out there to chuck the ball around."
Such is the Barbarians' desire to atone for their lacklustre effort at Twickenham, the players have decided to refrain from alcohol until after the match.
"They know that if they don't look after their bodies in this heat, they will have a problem," said Barbarians manager Derek Quinnell.
The temperature is likely to be around 30C, with humidity levels up to 90% when the match kicks off at 1930 local time (1230 BST) on Saturday.
The Lions have only played the Barbarians on one previous occasion. In a special event held at Twickenham to celebrate the Queen's Silver Jubilee in September 1977, a Lions team including current tour manager Andy Irvine won 23-14 against a Baa-Baas side featuring Welsh legends JPR Williams, Gerald Davies and Gareth Edwards.
Barbarians: Jared Payne (Ulster), Joe Rokocoko (New Zealand), Elliot Daly (London Wasps), Casey Laulala (Munster, New Zealand), Takudzwa Ngwenya (Biarritz, United States), Nick Evans (Harlequins, New Zealand), Dimitri Yachvili (Biarritz, France); Paul James (Bath, Wales), Schalk Brits (Saracens, South Africa), Martin Castrogiovanni (Leicester, Italy), Marco Wentzel (London Wasps, South Africa), Dean Mumm (Exeter, Australia), Samu Manoa (Northampton, USA), Sam Jones (London Wasps), Sergio Parisse (Stade Francais, Italy - captain).
Replacements: Leonardo Ghiraldini (Treviso, Italy), Duncan Jones (Ospreys, Wales), Andrea Lo Cicero (Racing Metro 92, Italy), Jim Hamilton (Gloucester, Scotland), Imanol Harinordoquy (Biarritz, France), Kahn Fotuali'i (Ospreys, Samoa), James Hook (Perpignan, Wales), Mike Tindall (Gloucester, England)