Mario Balotelli, Kaka and Adel Taarabt start in Clarence Seedorf’s Champions League coaching debut Milan-Atletico Madrid.
The first leg of this Round of 16 tie kicks off at San Siro at 19.45 GMT.
Balotelli leads the way after his stunning strike from 39 metres to beat Bologna 1-0 on Friday evening.
Kaka has shaken off an injury to start with January signing Taarabt, who makes his Champions League bow.
Cristian Zapata, Robinho, Stephan El Shaarawy, Valter Birsa and Bryan Cristante are on the treatment table.
Riccardo Montolivo and Sulley Muntari are suspended, while Keisuke Honda is cup-tied, so Michael Essien starts in midfield.
Urby Emanuelson is re-routed to left-back and Andrea Poli moved forward.
Although Seedorf is the only man to have won the Champions League with three different clubs – Ajax, Real Madrid and Milan – this will be his first foray into the tournament as a manager.
It is a return to the Stadio Giuseppe Meazza for Atletico Madrid Coach Diego Simeone, who faced Milan as a player in the Inter jersey.
The Spaniards are without Tiago, Filipe Luis and Javi Manquillo for this game.
Diego Costa leads the attack and Juanfran returns from his one-match ban.
Atleti had hit a period of poor form recently, losing three in a row between Liga and Cup competitions, before thrashing Real Valladolid 3-0 on Saturday.
Milan: Abbiati; De Sciglio, Rami, Bonera, Emanuelson; Essien, De Jong; Poli, Kaka, Taarabt; Balotelli
Milan bench: Amelia, Mexes, Abate, Constant, Zaccardo, Pazzini, Petagna
Atletico Madrid: Courtois; Juanfran, Miranda, Godin, Insua; Arda Turan, Mario Suarez, Gabi, Koke; Raul Garcia; Diego Costa
Atletico Madrid bench: Aranzubia, Alderweireld, Cristian Rodriguez, Sosa, Diego, Adrian Lopez, Villa