Zlatan Ibrahimovic, Robinho and Clarence Seedorf start as a decimated Milan welcome Tottenham without Gareth Bale in the Champions League.
The Round of 16 kicks off this evening at 19.45 UK time at San Siro, but January signings Antonio Cassano, Mark Van Bommel and Urby Emanuelson are cup-tied.
On the treatment table are Massimo Ambrosini, Andrea Pirlo and Kevin-Prince Boateng, so Thiago Silva has to be pushed up into midfield.
This leaves space at centre-back for Mario Yepes and Alessandro Nesta, the latter making his comeback from a shoulder injury at the weekend.
As Cassano is unavailable for this competition and Ronaldinho has been sold to Flamengo, the best option in the trequartista role is Seedorf.
It leaves Alexandre Pato on the bench, as with so many players missing from midfield, Coach Massimiliano Allegri prefers to play it safe rather than use Robinho behind Pato and Ibra.
Tottenham are missing their star player, as Bale has not recovered from a back injury and didn't even make the trip to Milan.
Peter Crouch and Rafael Van der Vaart have recovered from their back and calf problems respectively to start, but Luka Modric is still not 100 per cent fit after having his appendix removed.
Steven Pienaar keeps his spot and not the reported starter Niko Kranjcar.
Jermaine Jenas sits out a ban with the injured Ledley King, Tom Huddlestone and Younes Kaboul.
Milan: Abbiati; Abate, Nesta, Yepes, Antonini; Gattuso, Thiago Silva, Flamini; Seedorf; Robinho, Ibrahimovic
Milan bench: Amelia, Pato, Papastathopoulos, Oddo, Jankulovski, Merkel, Legrottaglie
Tottenham: Gomes; Corluka, Gallas, Dawson, Assou-Ekotto; Lennon, Palacios, Sandro, Pienaar; Van der Vaart; Crouch
Tottenham bench: Cudicini, Pavlyuchenko, Modric, Defoe, Bassong, Kranjcar, Woodgate
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