Skipper Ryan Jones, plus Blues players' Leigh Halfpenny and Tom Shanklin are the three names retained from Saturday's 20-15 defeat by the world champion Springboks for Friday night's second Invesco Perpetual 08 Series match against Canada at the Millennium Stadium.
Wales coach Warren Gatland has rung the changes for the Canadian challenge, including switching Jones across the back row from number six to No8.
That means Saturday's Invesco Perpetual man-of-the-match Andy Powell moves to the bench after an impressive debut.
Scarlets scrum-half Martin Roberts is set to make his international debut in place of Dwayne Peel, but the most changes come up front where Scarlets flanker Dafydd Jones joins Blues flyer Robin Sowden-Taylor alongside Jones in the back row.
It's all change in the front five with 2005 Grand Slam squad member John Yapp called into the squad to win his ninth cap following a two-year absence after Duncan Jones was ruled out with a foot injury.
Richard Hibbard and Rhys Thomas complete the front row while Ian Gough and Luke Charteris will pack down behind them.
There are five new starting faces behind the scrum with Mark Jones recovering from the knee injury that forced him out of contention against the Springboks.
He takes his place on the left wing as Wales' record try-scorer Shane Williams is given a break, with Leigh Halfpenny winning his second cap on the other wing
James Hook picks up where they left off after replacing Stephen Jones at half-back and forms a new partnership with debutant Roberts.
Andrew Bishop joins Shanklin at centre in place of Jamie Roberts while Scarlet Morgan Stoddart starts at full-back in place of Lee Byrne.
"We have a short turn around before we face Canada and this was always going to be a game in which we tried to utilise our squad," said Gatland.
"We have a chance to put defeat against South Africa behind us and really try to build some momentum before the All Blacks and the Wallabies come to town so we know what we need to achieve against Canada.
"It's a real boost to have someone of Mark Jones credentials back available to us and we are also pleased to give Leigh Halfpenny a chance to get another cap under his belt with places still very much up for grabs in those positions.
"Tom Shanklin again gets the opportunity for further game time after coming in at a late stage last week and doing a great job and we are keen to see how that partnership goes with Andrew Bishop. Martin Roberts also has a chance to win his first cap and we are looking forward to seeing what he can offer us.
"Up front Duncan Jones has been carrying a foot injury so that has opened the door for John Yapp to join us and the likes of Luke Charteris and Robin Sowden-Taylor also have the chance to wear the red shirt and show us what they can do.
"There are many of changes from last week but we have maintained consistency by keeping Ryan in there as captain and we have some experience and impact players too on the bench."
Osprey fly-half Dan Biggar and Sale prop Eifion Roberts all have the chance to win first caps for from the replacements bench and they are joined by experienced heads in Matthew Rees, Alun Wyn-Jones and Jamie Roberts alongside the impressive Powell.
Ospreys centre Gavin Henson was not considered for selection this week as the Wales coaching team await reports from a medical specialist in consultation about his Achilles injury.
WALES: Morgan Stoddart; Leigh Halfpenny, Tom Shanklin, Andrew Bishop, Mark Jones; James Hook, Martin Roberts; John Yapp, Richard Hibbard, Rhys Thomas, Ian Gough, Luke Charteris, Dafydd Jones, Robin Sowden-Taylor, Ryan Jones (Captain),
Matthew Rees, Eifion Roberts, Alun-Wyn Jones, Andy Powell, Dwayne Peel, Dan Biggar, Jamie Roberts
15. Morgan STODDART (SCARLETS - Cap No 1,056)
DoB: 23.09.84. 6'1" / 1.86m. 14st 13lbs / 95kgs
International record: 2 caps (L 2; 5 pts - 1T)
14. Leigh HALFPENNY (CARDIFF BLUES - Cap No 1,060)
DoB: 22.12.88. 5'10" / 1.77m. 13st 1lb / 83kgs
International record: 1 cap (L 1; 3 pts - 1PG)
13. Tom SHANKLIN (CARDIFF BLUES - Cap No 993)
DoB: 24.11.79. 6'2" / 1.88m. 15st 9lbs / 99kgs
International record: 55 caps (W 25, L 29, D 1; 90 pts - 18T)
12. Andrew BISHOP (OSPREYS - Cap No 1,059)
DoB: 07.08.85. 6'0" / 1.83m. 15st 0lbs / 95kgs
International record: 1 cap (L 1)
11. Mark JONES (SCARLETS - Cap No 984)
DoB: 07.11.79. 6'2" / 1.88m. 15st 0lbs / 95kgs
International record: 41 caps (W 17, L 22, D 2; 60 pts - 12T)
10. James HOOK (OSPREYS - Cap No 1,047)
DoB: 27.06.85. 6'0" / 1.83m. 14st 12lbs / 94kgs
International record: 28 caps (W 11, L 16, D 1; 196 pts - 6T,32C,32PG,2DG)
09. Martin ROBERTS (SCARLETS - Uncapped)
DoB: 06.06.86. 5'9" / 1.76m. 12st 1lb / 77kgs
International record - Uncapped
1. John YAPP (CARDIFF BLUES)
DoB: 09.04.83. 6'2". 19st 3lbs
International record: 9 caps (W 7, L 2)
2. Richard HIBBARD (OSPREYS - Cap No 1,048)
DoB: 13.12.83. 6'0" / 1.83m. 17st 7lbs / 111kgs
International record: 6 caps (L 6)
3. Rhys THOMAS (NEWPORT GWENT DRAGONS - Cap No 1,049)
DoB: 31.07.82. 6'1" / 1.86m. 19st 3lbs / 122kgs
International record: 5 caps (W1, L4)
4. Ian GOUGH (OSPREYS - Cap No 964)
DoB: 10.11.76. 6' 6" / 1.98m. 18st 9lbs / 118kgs
International record: 53 caps (W 23, L 27, D 3; 5 pts - 1T)
5. Luke CHARTERIS (NEWPORT GWENT DRAGONS - Cap No 1,030)
DoB: 09.03.83. 6'9" / 2.06m. 19st 9lbs / 125kgs
International record: 7 caps (W 4, L 3)
6. Dafydd JONES (SCARLETS - Cap No 1,008)
DoB: 24.06.79. 6'3" / 1.90m. 17st 5lbs / 110kgs
International record: 31 caps (W 12; L 19; 10 pts - 2T)
7. Robin SOWDEN-TAYLOR (CARDIFF BLUES - Cap No 1,032)
DoB: 09.06.82. 6'1" / 1.86m. 15st 11lbs / 100kgs
International record: 5 caps (W 2, L 3)
8. Ryan JONES (OSPREYS, CAPTAIN - Cap No 1,029)
DoB: 13.03.81. 6'5" / 1.96m. 18st 0lbs / 114kgs
International record: 24 caps (W 13, L 10, D 1; 5 pts - 1T)
16. Matthew REES (SCARLETS - Cap No 1,033)
DoB: 09.12.80. 6'0" / 1.83m. 17st 1lbs / 108kgs
International record: 23 caps (W 10, L 12, D 1; 10 pts - 2T)
17. Eifion ROBERTS (SALE SHARKS - Uncapped)
DoB: 13.02.81. 6'1" / 1.86m. 21st 3lbs / 135kgs
International record: Uncapped
18. Alun-Wyn JONES (OSPREYS - Cap No 1,046)
DoB: 19.09.85. 6'5" / 1.96m. 19st 1lbs / 121kgs
International record: 24 caps (W 9, L 15; 15 pts - 3T)
19. Andy POWELL (CARDIFF BLUES - Cap No 1,061)
DoB: 23.08.81. 6'4" / 1.94m. 17st 6lbs / 111kgs
International record: 1 cap (L 1)
20. Dwayne PEEL (SALE SHARKS - Cap No 994)
DoB: 31.08.81. 5'9" / 1.76m. 13st 8lbs / 86kgs
International record: 62 caps (W 27, L 33, D 2; 25 pts - 5T)
21. Dan BIGGAR (OSPREYS - Uncapped)
DoB: 16.10.89. 6'2" / 1.88m. 13st 9lbs / 87kgs
International record: Uncapped
22. Jamie ROBERTS (CARDIFF BLUES - Cap No 1,057)
DoB: 08.11.86. 6'4" / 1.93m. 16st 10lbs / 107kgs
International record: 4 caps (W 1, L 3; 5 pts - 1T)