Ronaldinho is benched again as Milan travel to Auxerre, while Francesco Totti is dropped against Bayern Munich.
The Champions League games are must-win for both Italian sides, who have stuttered thus far in qualifying.
The Rossoneri are top of the Serie A table, but chasing Real Madrid in Europe, so a win is crucial.
Andrea Pirlo, Alexandre Pato, Pippo Inzaghi, Luca Antonini and Massimo Oddo are out of action.
Ronaldinho has been benched for the last four consecutive Serie A matches and is on the sidelines again in favour of Robinho, Clarence Seedorf and Zlatan Ibrahimovic.
Ibra scored both goals when Milan beat the French outfit 2-0 back in Matchday 1.
Auxerre miss Jeremy Berthod, but welcome back Steeven Langil, Delvin Ndinga and Alain Traore.
Roma lost their opener 2-0 away to Bayern Munich, but were boosted by a victory away to Basel and a definite upswing in their Serie A form.
Daniele De Rossi, Juan, Adriano and David Pizarro are all struggling with injuries, while Rodrigo Taddei is still out of action following his calf strain.
Totti is sensationally dropped due to poor form and fitness, leaving Jeremy Menez as trequartista behind Mirko Vucinic and Marco Borriello.
Juan and Pizarro are not risked during their fitness worries, so are left on the bench.
Bayern are without captain Mark van Bommel with a knee problem, joining Bastian Schweinsteiger, Arjen Robben, Holger Badstuber, Miroslav Klose and Ivica Olic on the treatment table.
Martin Demichelis and Franck Ribery are not 100 per cent fit, but start anyway. The surprise change is in goal, where Thomas Kraft takes over from Jorg-Hans Butt.
Milan: Abbiati; Abate, Nesta, Thiago Silva, Zambrotta; Gattuso, Ambrosini, Flamini; Seedorf; Robinho, Ibrahimovic
Milan bench: Amelia, Bonera, Yepes, Strasser, Jankulovski, Boateng, Ronaldinho
Auxerre: Sorin; Hengbart, Coulibaly, Gricthing, Dudka; Oliech, Pedretti, Ndinga, Birsa; Sammaritano; Contout
Auxerre bench: Riou, Sidibe, Chafni, Langil, Traorè, Quercia, Bourgeois
Roma: Julio Sergio; Cassetti, N Burdisso, Mexes, Riise; Greco, De Rossi, Brighi; Menez; Borriello, Vucinic
Roma bench: Lobont, Cicinho, Juan, Simplicio, Pizarro, Totti, Adriano
Bayern Munich: Kraft; Lahm, Van Buyten, Demichelis, Pranjic; Ottl, Tymoshchuk; Muller, Kroos, Ribery; Gomez
Bayern bench: Butt, Breno, Contento, Altintop, Braafheid, Alaba