Four members of the Lions squad - Dan Lydiate, Geoff Parling, Richard Hibbard and Dan Cole - from the 23-21 win over Australia last night will start against the Rebels. England lock Parling will captain the side.
Parling's Leicester Tigers club-mate Manu Tuilagi makes his return, having not played since sustaining a shoulder injury in the Queensland Reds game. He is joined in the centre by England colleague Brad Barritt.
Sean O'Brien returns to the number 7 jersey after two runs on the blindside flank, while full-back Rob Kearney will play his third match of the tour and Owen Farrell starts at out-half.
Tour manager Andy Irvine said: "We are obviously delighted to start the Test series against the Wallabies with a win but this game is very important to us in terms of keeping the momentum going.
"Those playing on Tuesday have a major part in delivering this and at the same time keeping the pressure on for Test match selection."
Head coach Warren Gatland added: "I am very pleased for Geoff. For him to be part of a winning Lions Test side is very special and he has shown throughout the tour that he is one of the many leaders we have in the squad, so we are looking forward to seeing him in that captaincy role.
"It is also good to get Manu back on the pitch after a frustrating injury. This is a good chance for him and others to put their hands up."
BRITISH & IRISH LIONS Team & Replacements (v Melbourne Rebels, 2013 British & Irish Lions Tour, AAMI Park, Melbourne, Tuesday, June 25, kick-off 7.40pm local time/10.40am Irish time):
15. Rob Kearney (Leinster/Ireland)
14. Sean Maitland (Glasgow Warriors/Scotland)
13. Manu Tuilagi (Leicester Tigers/England)
12. Brad Barritt (Saracens/England)
11. Simon Zebo (Munster/Ireland)
10. Owen Farrell (Saracens/England)
9. Conor Murray (Munster/Ireland)
1. Ryan Grant (Glasgow Warriors/Scotland)
2. Richard Hibbard (Ospreys/Wales)
3. Dan Cole (Leicester Tigers/England)
4. Richie Gray (Scotland)
5. Geoff Parling (Leicester Tigers/England) (capt)
6. Dan Lydiate (Newport Gwent Dragons/Wales)
7. Sean O'Brien (Leinster/Ireland)
8. Toby Faletau (Newport Gwent Dragons/Wales)
16. Rory Best (Ulster/Ireland)
17. Mako Vunipola (Saracens/England)
18. Matt Stevens (Saracens/England)
19. Ian Evans (Ospreys/Wales)
20. Justin Tipuric (Ospreys/Wales)
21. Ben Youngs (Leicester Tigers/England)
22. Billy Twelvetrees (Gloucester/England)
23. Stuart Hogg (Glasgow Warriors/Scotland)