Lions head coach Sir Clive Woodward has drafted in seven new players for Saturday's make-or-break second Test against the All Blacks in Wellington. Welsh star Gavin Henson, overlooked for the first Test defeat, is paired at centre with new skipper Gareth Thomas.
Compatriot Shane Williams is rewarded for his tries against Manawatu, while Jonny Wilkinson reverts to fly-half.
And Simon Easterby, Lewis Moody, Ryan Jones, Donncha O'Callaghan and Steve Thompson feature in a new-look pack.
There are a total of 11 changes from the side that were beaten 21-3 in the first Test in Christchurch.
"It's not panic," Woodward told BBC Sport. "The Lions is different from anything else, I'm not here to develop a team.
"It needed shaking up. I'm not making changes for changes' sake, the guys I've brought in are playing well. They may be the younger more inexperienced players, but they're playing well.
"I've got to go away from what I thought where the right tactics for the first Test to all-out attack with a bunch that are faster and younger.
"It's tough on those that have been left out, but collectively I, we, the team, got it wrong and I've got to make the changes and we've got to front up big time.
"We've got to go for this now, admit you got it wrong and be brave in your selections."
Props Gethin Jenkins and Julian White, together with lock Paul O'Connell, are the only survivors from a forward line-up taken apart by New Zealand.
Leicester pair Ben Kay and Neil Back are out of the 22, while flanker Richard Hill is injured and Shane Byrne and Martin Corry have to content themselves with places on the bench.
Other positional switches see Josh Lewsey and Jason Robinson swapping places, with Lewsey at full-back and Robinson on the right wing.
After coming under fire for having an English bias in his first Test team, Woodward's new XV comprises six Englishmen, six Welshmen and Irish trio Easterby, O'Connell and O'Callaghan.
British & Irish Lions: Josh Lewsey; Jason Robinson, Gareth Thomas (captain,), Gavin Henson, Shane Williams; Jonny Wilkinson, Dwayne Peel; Gethin Jenkins, Steve Thompson, Julian White; Paul O'Connell, Donncha O'Callaghan; Simon Easterby, Lewis Moody, Ryan Jones.
Replacements: Shane Byrne, Graham Rowntree, Martin Corry, Martyn Williams, Matt Dawson, Stephen Jones, Shane Horgan.