Chiefs head coach Dave Rennie has given his starting XV a major reshuffle ahead of facing the in-form Waratahs in New Plymouth.
"With only two points separating the top four teams in the New Zealand Conference, every game is vital and this stems as season defining," said Rennie.
Taranaki turned on great support for the Chiefs in their last encounter at Yarrow Stadium which saw them beat the Blues and Rennie and his men are looking forward to another game there.
"Again, we bring a high quality opponent to New Plymouth. The Waratahs have been impressive and lead the Australian Conference.
"They have a huge pack and a backline full of game breakers. Both teams play a positive brand of footy so it should be a hell of a contest," added Rennie.
The changes to the Chiefs team, begins in the forwards with Jamie Mackintosh starting at prop and Matt Symons at lock. Liam Messam reclaims his six jersey, while Liam Squire starts at number eight.
Aaron Cruden starts the match at fly-half, Andrew Horrell comes in at inside centre and Tim Nanai-Williams moves to centre.
Pauliasi Manu, Mike Fitzgerald, Tanerau Latimer, Gareth Anscombe and Bundee Aki all move to the reserves.
Chiefs: 15 Tom Marshall, 14 Dwayne Sweeney, 13 Tim Nanai-Williams, 12 Andrew Horrell, 11 Asaeli Tikoirotuma, 10 Aaron Cruden (c), 9 Tawera Kerr-Barlow, 8 Liam Squire, 7 Sam Cane, 6 Liam Messam, 5 Brodie Retallick, 4 Matt Symons, 3 Ben Tameifuna, 2 Nathan Harris, 1 Jamie Mackintosh
Replacements: 16 Mahonri Schwalger, 17 Pauliasi Manu, 18 Josh Hohneck, 19 Mike Fitzgerald, 20 Tanerau Latimer, 21 Brad Weber, 22 Gareth Anscombe, 23 Bundee Aki.
Date: Saturday, May 31
Venue: Yarrow Stadium, New Plymouth
Kickoff: 16:35 (local, 04:35 GMT)
Referee: Chris Pollock (New Zealand)
Assistant Referees: Richard Kelly (New Zealand), Grant Stuart (New Zealand)
TMO: Ben Skeen (New Zealand)