Mario Balotelli, Ricky Kaka and Gabriel start as Max Allegri’s Milan face his hometown club Livorno.
The game kicks off at the Stadio Picchi at 17.00 GMT, click here for a match preview.
The Rossoneri appear to have broken their negative streak with two consecutive victories over Celtic and Catania.
They hope to keep that run going in Livorno, the hometown of their Coach Allegri.
Balotelli and Kaka lead the way, though Gabriel is the surprise pick in goal despite Christian Abbiati recovering from injury.
Cristian Zapata returns from suspension and Philippe Mexes has overcome an eye infection, while Mattia De Sciglio has finally shaken off a long-term injury for a spot on the bench.
The absentee list includes Robinho, Ignazio Abate, Sulley Muntari, Matias Silvestre, Marco Amelia and Giampaolo Pazzini.
Andrea Poli is again used as a make-shift right-back with Antonio Nocerino in midfield.
Livorno are under pressure and this week President Aldo Spinelli had seemed ready to sack Coach Davide Nicola, but kept faith with the young tactician in his debut Serie A season.
Paulinho is again the man to watch in attack, supported by Luca Siligardi, while Ibrahima Mbaye, Alfred Duncan and Francesco Bardi are all on loan from Inter.
Captain Andrea Luci returns to the midfield after his suspension.
Livorno: Bardi; Coda, Emerson, Ceccherini; Schiattarella, Biagianti, Luci, Duncan, Mbaye; Siligardi; Paulinho
Livorno bench: Anania, Rinaudo, Valentini, Gemiti, Decarli, Lambrughi, Benassi, Borja, Mosquera, Greco, Emeghara, Belingheri
Milan: Gabriel; Poli, Zapata, Mexes, Emanuelson; Montolivo, De Jong, Nocerino; Birsa, Kaka; Balotelli
Milan bench: Abbiati, Coppola, Bonera, De Sciglio, Zaccardo, Cristante, Saponara, El Shaarawy, Matri, Niang
Tickets for the Champions League final between Juventus and Real Madrid are still on sale with reseller Viagogo - Click to find out more