Stephan El Shaarawy, M’Baye Niang and Kevin-Prince Boateng take on Leo Messi, David Villa and Andres Iniesta as Milan challenge Barcelona at Camp Nou.
The Rossoneri have a 2-0 first leg lead in this Champions League Round of 16 tie thanks to goals from Boateng and Sulley Muntari.
Giampaolo Pazzini is out injured and Mario Balotelli cup-tied, but Philippe Mexes has passed a fitness test to start in defence.
Boateng was rested for the 2-0 win at Genoa on Friday, so he starts with El Shaarawy and teenage talent Niang, their pace hoping to take advantage of Barca’s defensive weaknesses.
The Blaugrana are going through a tough time at the moment, losing two high-profile games to Real Madrid in the last few weeks.
Xavi Hernandez has recovered from an injury scare to start in midfield with Sergio Busquets and Iniesta.
Carles Puyol is benched in favour of a four-man defence with Gerardi Pique and Javier Mascherano.
World Player of the Year Messi leads the way, hoping to add to his 51 goals in 41 games this season, but his surprise partners are David Villa and Pedro Rodriguez.
Barcelona Coach Tito Vilanova is still in New York undergoing cancer treatment, so assistant Jordi Roura is again on the bench.
No team has ever turned around a two-goal Champions League first leg defeat without the aid of an away goal.
However, Milan threw away a 4-1 lead to go out against Deportivo La Coruna in 2003-04, while last season they only beat Arsenal 4-3 on aggregate after a 4-0 home victory.
Barcelona: Valdes; Dani Alves, Mascherano, Pique, Jordi Alba; Xavi, Sergio Busquets, Iniesta; Pedro Rodriguez, Messi, Villa
Barcelona bench: Pinto, Adriano, Puyol, Song, Fabregas, Alexis Sanchez, Tello
Milan: Abbiati; Abate, Zapata, Mexes, Constant; Flamini, Montolivo, Ambrosini; Boateng, Niang, El Shaarawy
Milan bench: Amelia, De Sciglio, Muntari, Bonera, Nocerino, Robinho, Bojan
Check out OLBG.com 's list of ££ Free Bets from UK bookmakers before placing your bets!