Ronaldinho and Thiago Silva are fit to start against Real Madrid, while Francesco Totti is the lone striker in Basel.
Milan are looking for revenge after their 2-0 defeat at the Bernabeu and also need a boost following Saturday's 2-1 home loss to Juventus in Serie A.
Massimo Oddo and Daniele Bonera are still sidelined, but Ronaldinho, Thiago Silva, Gianluca Zambrotta and Massimo Ambrosini returned to the squad after their lay-offs.
The two Brazilians are thrown right in to the starting XI, with Ronaldinho supporting Zlatan Ibrahimovic and Alexandre Pato.
Former Milan hero Kaka is still not fully recovered from knee surgery, while Ezequiel Garay, Fernando Gago and Lassana Diarra are out.
Mesut Ozil was a doubt after a muscular problem this week, but is fit to start.
Real are unbeaten in 20 games in all competition, but have never in their history won an official match at San Siro with just three draws from 13 visits.
Roma are in dire need of a victory in Switzerland after their shock 3-1 home defeat to Basel.
Totti has recovered from a shoulder injury to start, but David Pizarro, Rodrigo Taddei, Matteo Brighi, Adriano and Philippe Mexes are out of action.
Marco Borriello also limped off during last night's training session with muscle fatigue and has been left on the bench, going back to the system used last season.
Totti is the lone striker supported by Mirko Vucinic, Simone Perrotta and Jeremy Menez. It gives Fabio Simplicio a rare start in midfield.
Basel are still without Jacques Zoua, while Genseric Kusunga picked up a muscular problem at the weekend.
Milan: Abbiati; Abate, Nesta, Thiago Silva, Zambrotta; Boateng, Pirlo, Gattuso; Ronaldinho; Pato, Ibrahimovic
Milan bench: Amelia, Inzaghi, Seedorf, Ambrosini, Robinho, Yepes, Antonini
Real Madrid: Casillas; Sergio Ramos, Pepe, Carvalho, Marcelo; Xabi Alonso, Khedira; Cristiano Ronaldo, Ozil, Di Maria; Higuain
Real Madrid bench: Dudek, M Diarra, Benzema, Granero, Arbeloa, Albiol, Pedro Leon
Basel: Costanzo; Inkoom, Abraham, Ferati, Safari; Shaqiri, Yapi, Huggel, Stocker; Frei, Streller
Basel bench: Sommer, Atan, Zanni, Chipperfield, Cabral, Almerares, Tembo
Roma: Julio Sergio; Cassetti, Juan, N Burdisso, Riise; De Rossi, Simplicio; Menez, Perrotta, Vucinic; Totti
Roma bench: Lobont,Cicinho, Castellini, Okaka, Borriello, Rosi, G Burdisso
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