Gareth Bale is on the bench, but Kevin-Prince Boateng starts with Alexandre Pato, Robinho, Clarence Seedorf and Zlatan Ibrahimovic at White Hart Lane.
Milan need to overturn a 1-0 first leg defeat at San Siro, but have to completely revamp their midfield against Tottenham.
Gennaro Gattuso is suspended following his fracas with Joe Jordan, joining the cup-tied Antonio Cassano, Mark Van Bommel and Urby Emanuelson.
Andrea Pirlo, Massimo Ambrosini and Pippo Inzaghi are injured, but Boateng has made a remarkable recovery after spraining his knee on Saturday.
Max Allegri is pulling no punches, as he fields an all-attack formation with Boateng in midfield with Seedorf behind a trident of Robinho, Pato and Ibra.
Tottenham have Bale on the bench as he makes his return from a long spell on the sidelines with a back problem.
Rafael Van der Vaart does start following his calf injury, while Jermaine Jenas is back after missing the first leg through suspension, although he does not start.
Vedran Corluka does play despite his ankle injury sustained during the first match after a tackle from Mathieu Flamini.
Tottenham: Gomes; Corluka, Gallas, Dawson, Assou-Ekotto; Lennon, Sandro, Modric, Pienaar; Van der Vaart; Crouch
Tottenham bench: Cudicini, Hutton, Bale, Jenas, Pavlyuchenko, Defoe, King
Milan: Abbiati; Abate, Nesta, Thiago Silva, Jankulovski; Seedorf, Boateng, Flamini; Robinho, Pato; Ibrahimovic
Milan bench: Amelia, Strasser, Papastathopoulos, Oddo, Merkel, Yepes, Antonini