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Carlos Spencer is back - and the Lions will be hoping he will be able to spark a surprise win for them on Friday as they aim at a first victory in their Super 14 campaign.

Dick Muir has made three changes to his pack and three to his backline for the Lions' match against the Waratahs in Sydney.

Spencer comes in for Burton Francis at flyhalf and in other changes to the backline, Earl Rose starts at fullback after playing off the bench last week and Wandile Mjekevu replaces Dusty Noble on the left wing.

Up front, Muir has selected Hannes Franklin at hooker ahead of Charles Emslie, who started against the Brumbies last weekend, Franco van der Merwe gets the nod at lock in place of George Earle, and Heinke van der Merwe replaces JC Janse van Rensburg at loosehead prop.

All six changes would seem likely to strengthen the team. Spencer's skill and experience and Mjekevu's pace are assets on attack, and with Franklin and Heinke van der Merwe - the obvious first-choice selections - restored to the front row, and Emerging Springbok second-rower Franco van der Merwe back too, the pack must surely be be a stronger unit than that which started against the Brumbies.

Lions: 15 Earl Rose, 14 Tonderai Chavhanga, 13 Walter Venter, 12 Doppies la Grange, 11 Wandile Mjekevu, 10 Carlos Spencer, 9 JP Joubert, 8 Todd Clever, 7 Derick Minnie, 6 Cobus Grobbelaar (captain), 5 Willem Stoltz, 4 Franco van der Merwe, 3 Kevin Buys, 2 Hannes Franklin, 1 Heinke van der Merwe.
Replacements: 16 Charles Emslie, 17 JC Janse van Rensburg, 18 Jacques Lombaard, 19 Robert Kruger, 20 Jano Vermaak, 21 Burton Francis, 22 Wigan Pekeur.

Date: Friday, March 12
Venue: Sydney Football Stadium
Kick-off: 19.40 AEDT (08.40 GMT)
Referee: Vinny Munro (New Zealand)
Assistant referees: Ian Smith (Australia), James Leckie (Australia)
TMO: George Ayoub (Australia)