England lock Geoff Parling, who started on the bench for the tourists in the 23-21 victory over the Wallabies at Lang Park, will captain the team for the last non-test encounter of the tour at Melbourne's Rectangular Stadium.
The Rebels, Australia's youngest Super Rugby side, will be led by Welshman Gareth Delve and desperate to put in a strong showing, or even emulate the ACT Brumbies by claiming an "unlikely scalp", in their first match against the Lions.
"We've picked a really strong side as well with guys that were on the bench last night who will get a chance to start," Gatland said on Sunday.
"We felt it was important to pick a team that could go out and do a job for us and continue building on last night's result.
"We know the performance wasn't brilliant but it was all about the result and then hopefully giving us a kick-start into next week."
Three other players who featured as replacements in Brisbane test - flanker Dan Lydiate, prop Dan Cole and hooker Richard Hibbard - get a chance to promote their claims for a starting spot in the second test down the road at Dockland's stadium.
Welshman Lydiate starts at blindside with Ireland's dynamic Sean O'Brien getting a first outing in three matches on the openside in what looks like a straight audition for a place on the bench next weekend.
England centre Manu Tuilagi returns after two weeks out with a shoulder injury and will be hoping to do enough to secure a place among the replacements at least.
Gatland has taken a bit of a gamble on starting Owen Farrell and will be praying his only specialist flyhalf apart from test starter Jonny Sexton comes through the match unscathed.
On paper, the Rebels are among the weaker sides the Lions are facing on tour but they have beaten South Africa's Stormers and the New South Wales Waratahs this year in Super Rugby.
They also have fewer Wallabies than many of the other provincial teams, so will not be weakened as much by the absence of the players being locked away in Robbie Deans's camp.
James O'Connor will be replaced at flyhalf by Bryce Hegarty and the Rebels have long been resigned to doing without Kurtley Beale as he wrestles with the personal issues that saw the club twice suspend him this season.
Number eight Delve was capped 11 times for Wales before he joined the Rebels in their inaugural season and once dreamed of wearing the famous red Lions shirt himself.
The 30-year-old said, however, that he would not be at all conflicted when he took to the field.
"I just can't wait to get stuck in. I'm certainly not going to change anything about the way I play the game, so I'm all in for that match," he told Reuters by telephone this week.
"We'll all be flying in for the tackles. Afterwards, as is the nature in rugby, we'll all have a couple of beers and all have a good catch-up but once you cross the line, it's all going to be on.
"I won't be going out to nobble (injure) anyone or to do the Wallabies any 'real' favours. My loyalty is to the Rebels and I'm still proud to be representing them. It's going to be a huge game. Once I cross the line on Tuesday night, I've got no loyalty to the Lions or to the Wallabies.
"I'm all in for the Rebels and I want us to take an unlikely scalp but one which would be absolutely huge for us as a young club."
Rebels - 15-Jason Woodward, 14-Tom English, 13-Mitch Inman, 12-Rory Sidey, 11-Lachlan Mitchell, 10-Bryce Hegarty, 9-Luke Burgess, 8-Gareth Delve (captain), 7-Scott Fuglistaller, 6-Jarrod Saffy, 5-Hugh Pyle, 4-Cadeyrn Neville, 3-Laurie Weeks, 2-Ged Robinson, 1-Nic Henderson.
Replacements: 16-Pat Leafa, 17-Cruze Ah Nau, 18-Paul Alo-Emile, 19-Luke Jones, 20-Jordy Reid, 21-Nic Stirzaker, 22-Angus Roberts, 23-Cooper Vuna.
Lions - 15-Rob Kearney, 14-Sean Maitland, 13-Manu Tuilagi, 12-Brad Barritt, 11-Simon Zebo, 10-Owen Farrell, 9-Conor Murray, 8-Toby Faletau, 7-Sean O'Brien, 6-Dan Lydiate, 5-Geoff Parling (captain), 4-Richie Gray, 3-Dan Cole, 2-Richard Hibbard, 1-Ryan Grant.
Replacements: 16-Rory Best, 17-Mako Vunipola, 18-Matt Stevens, 19-Ian Evans, 20-Justin Tipuric, 21-Ben Youngs, 22-Billy Twelvetrees, 23-Stuart Hogg
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