Robinho and Zlatan Ibrahimovic start in attack as Milan take on Leo Messi and David Villa’s Barcelona.
Both teams are already qualified for the Champions League knockouts, but it is a head-to-head for the top of Group H.
Although Alexandre Pato has recovered from two months out with a thigh strain, but is only on the bench for this huge game after scoring in the opening minute at the Camp Nou.
Mark Van Bommel and Clarence Seedorf bring experience to the midfield along with Alberto Aquilani, while Kevin-Prince Boateng has the trequartista role.
Gianluca Zambrotta faces his former club at left-back.
Barcelona are certainly not pulling any punches in this match and have a full-strength squad.
They include David Villa, Messi, Javier Mascherano, Cesc Fabregas and Spain sensation Thiago Alcantara.
Milan: Abbiati; Abate, Nesta, Thiago Silva, Zambrotta; Aquilani, Van Bommel, Seedorf; Boateng; Robinho, Ibrahimovic
Milan bench: Amelia, Bonera, Antonini, Nocerino, Ambrosini, Emanuelson, Pato
Barcelona: Victor Valdes; Puyol, Mascherano, Busquets, Abidal; Xavi Hernandez, Keita, Fabregas, Thiago Alcantara; Messi, Villa
Barcelona bench: Jose Pinto, Pique, Maxwell, Fontas, Dos Santos, Alexis Sanchez, Pedro Rodriguez