NIGEL Davies has made ten changes to the side that won at London Irish last Saturday for the return Kingsholm leg tomorrow in the Amlin Challenge Cup (3pm).
Freddie Burns reverts to his usual fly-half berth as Billy Twelvetrees comes in at 12 with wingers Charlie Sharples and Shane Monahan surviving in the backline from the Madejski Stadium.
World Cup-winning scum-half Jimmy Cowan takes Dan Robson's place alongside Burns with Rob Cook coming in at full-back and Mike Tindall reclaiming his 13 shirt again.
In the pack, only captain Jim Hamilton and Tom Savage start for a second consecutive week with the former Hartpury skipper moving to the blindside flank.
Joining him there are Akapusi Qera and Ben Morgan with Matt Cox and Sione Kalamafoni dropping to the bench with Will James accompanying Hamilton in the engine room.
Up front, a completely different coal face crew will take to the field with Dan Murphy, Darren Dawidiuk and Rupert Harden replacing Nick Wood, Huia Edmonds and Shaun Knight.
Gloucester made it three wins from three in the Amlin Challenge Cup this season with the win over the Exiles last weekend.
A win on Saturday would strengthen their hold on pool one, but Davies insists that nothing is being taken for granted.
"It's a job that's only half done at the moment. It was great to come back the way we did last weekend against Irish, but they showed what a dangerous team they are and what they're capable of.
"We really weren't at the races in the first half last weekend, which was a bit disappointing. We've been like that a couple of times this season and have to guard against that.
"But it's a great opportunity for us, we've got ourselves into a very strong position and we're really looking forward to Saturday's game."
Gloucester Rugby: Rob Cook; Charlie Sharples, Mike Tindall, Billy Twelvetrees, Shane Monahan; Freddie Burns, Jimmy Cowan; Dan Murphy, Darren Dawidiuk, Rupert Harden; Will James, Jim Hamilton (capt); Tom Savage, Akapusi Qera, Ben Morgan. Replacements: Koree Britton, Nick Wood, Shaun Knight, Sione Kalamafoni, Matt Cox, Dan Robson, Tim Molenaar, Martyn Thomas.