The Waratahs are on guard for another masterclass from Melbourne's Matt Toomua when the Super Rugby AU sides clash at the SCG on Friday night.
Toomua called the shots when the Rebels triumphed early in the regular Super competition, with his kicking game helping steer his team to a 24-10 victory over the Waratahs.
Coming off a bye, Melbourne are yet to taste victory in their two games while the Waratahs are recovering from a heart-breaking one-point loss to the Brumbies in the last round.
NSW have named an unchanged starting side, including veteran halfback Jake Gordon on the bench, while Melbourne have elevated prop Cameron Orr, Test star Reece Hodge and lock Trevor Hosea, who will make his starting debut.
Waratahs No.8 Will Harris will be sidelined for a few weeks after suffering an ankle strain at training while reserve hooker Robbie Abel has been given personal leave.
Waratahs coach Rob Penney said the Rebels, who are likely to be away from home for the entire season, didn't need any extra motivation to get up for a NSW game.
"All the teams that play the Waratahs have a reason to dislike the Waratahs and the Rebels are no different," Penney said.
"They will have all sorts of conversations around hardships they're having to go through being away from home.
"They will be tough ... they put us to the sword last time we played them in Melbourne and hopefully we can perform well."
Penney said he'd put plenty of time into their defensive strategy to counter the likes of Wallabies Toomua, Dane Haylett-Petty and Marika Koroibete.
"Last time we played them Matt Toomua gave a masterclass of kicking strategy," he said.
"We know we're going to confront that again ... we've had to think more broadly around our defensive strategy.
"We think we've done the work and players just have to deliver on Friday night."
WARATAHS: Jack Maddocks, James Ramm, Joey Walton, Karmichael Hunt, Alex Newsome, Will Harrison, Mitch Short, Jack Dempsey, Michael Hooper, Lachlan Swinton, Rob Simmons (c), Ned Hanigan, Harry Johnson-Holmes, Tom Horton, Tom Robertson. Res: Joe Cotton, Tetera Faulkner, Chris Talakai, Tom Staniforth, Jed Holloway, Jake Gordon, Mark Nawaqanitawase, Ben Donaldson.
REBELS: Dane Haylett-Petty (c), Andrew Kellaway, Reece Hodge, Billy Meakes, Marika Koroibete, Matt Toomua, Ryan Louwrens, Michael Wells, Richard Hardwick, Josh Kemeny, Trevor Hosea, Matt Philip, Pone Fa'amausili, Jordan Uelese, Cameron Orr. Reserves: Efitusi Ma'afu, Matt Gibbon, Jermaine Ainsley, Michael Stolberg, Esei Haangana, Rob Leota, Frank Lomani, Andrew Deegan.