Josip Ilicic is again the False 9 with Papu Gomez and Mario Pasalic, as Atalanta seek their first Champions League point against Manchester City.
It kicks off at the Stadio Giuseppe Meazza, known also as San Siro, at 20.00 GMT.
La Dea are joint fourth in Serie A, but have lost all three Champions League outings so far, including a 5-1 defeat at the Etihad, despite originally taking the lead.
Duvan Zapata is still out of action, while Luis Muriel is left on the bench as a wild card for the second half, meaning Ilicic is once again the False 9, supported by Gomez and surprisingly Pasalic rather than Ruslan Malinovskyi.
Marten De Roon returns after missing the 2-0 loss to Cagliari through suspension.
Manchester City made the trip without Phil Foden, who was sent off in the last meeting with Atalanta, while David Silva, Rodri, Oleksandr Zinchenko, Leroy Sane and Aymeric Laporte are injured.
Ederson returns in goal after being rested in the 2-1 win over Southampton at the weekend, while Gabriel Jesus gets the nod upfront rather than Sergio Aguero.
Former Juventus and Inter full-back Joao Cancelo replaces Jose Tasende.
Atalanta: Gollini; Toloi, Palomino, Djimisti; Hateboer, Freuler, De Roon, Castagne; Pasalic; Ilicic, Gomez
Atalanta bench: Sportiello, Kjaer, Masiello, Muriel, Arana, Malinovskyi, Barrow
Man City: Ederson; Cancelo, Otamendi, Fernandinho, Mendy; Gundogan, De Bruyne; Mahrez, Bernardo Silva, Sterling; Gabriel Jesus
Man City bench: Bravo, Walker, Stones, Aguero, Angelino, Garcia, Doyle
Ref: Kulbakov (BLR)
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