Western Force are expecting a "different beast" than the Melbourne side they trounced by 25 points in their Super Rugby Pacific round two clash.
The Force are hosting a Rebels outfit on Friday night buoyant from a breakthrough win in their last outing, beating Fijian Drua.
The Perth-based team are coming off a heartbreaking one-point loss to the Brumbies while the players have been rocked by news their coach Tim Sampson will finish up at season's end.
Force skipper Feleti Kaitu'u said the Rebels had found their groove since that first meeting.
"They are a quality outfit and that's shown in the way they've evolved as the season has gone on," said the hooker, who spent the early part of the week in the Wallabies camp on the Gold Coast.
"They will be a different beast and we will be prepared for that."
Kaitu'u and lock Izack Rodda will start on the bench after their Wallabies experience.
Melbourne coach Kevin Foote was delighted to bank their first win, and also in the manner that they did it.
"It was more the way we played, it was such a mature effort from the guys and staying to the game plan," Foote said.
"And with the energy around the group, I'm just really pumped."
Foote has made just one change, with Victorian lock Josh Canham returning to the starting XV after recovering from a head knock.
He has given the halves partnership of Matt Toomua and James Tuttle another outing after proving fruitful against the Drua.
Toomua said he and Tuttle, in his second game starting, were a work in progress.
"It's not something that's the finished product but we're building," Toomua said.
"It's just something that comes with time and experience with each other and I think you've seen a little bit piece by piece."
Toomua, 32, has been a guiding hand to the likes of young outside backs Glen Vaihu and Ray Nu'u.
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The veteran is looking to remind Wallabies selectors of his credentials after being overlooked for the Test camp.
He didn't want to elaborate on the reasons coach Dave Rennie left him out but hadn't given up hope of fronting against England in the three-Test series in July.
"There's plenty of time there to make a little play for it - lots of games in between now and first Test so that'll be my focus and in order to do that, playing well for the Rebels is very important," he added.
"The situation doesn't change."
