Milan have a Brazilian attack away to Viktoria Plzen with Alexandre Pato and Robinho, plus Philippe Mexes’ full debut.
The Rossoneri already know they will qualify in second place from Group H behind Barcelona, so Massimiliano Allegri has rotated the squad.
However, Viktoria Plzen need a point to secure third place and therefore Europa League qualification.
Alberto Aquilani is suspended after he was given a yellow card originally handed to Alessandro Nesta in the Barcelona game due to a case of mistaken identity.
Nesta is also out anyway due to a pelvic injury, joining Mark Van Bommel, Christian Abbiati, Gennaro Gattuso, Mathieu Flamini and Gennaro Gattuso.
Mexes makes his first start in a Milan jersey, having been out since last season after knee surgery and then a fractured hand.
Youth team player Mattia De Sciglio also gets his full Champions League debut at right-back.
Viktoria Plzen: Cech; Rajtoral, Bystron, Cisovsky, Limbersky; Jiracek, Horvath; Petrzela, Kolar, Pilar; Bakos
Viktoria bench: Pavlik, Reznik, Sevinsky, Fillo, Darida, Duris, Hora
Milan: Amelia; De Sciglio, Mexes, Bonera, Taiwo; Emanuelson, Ambrosini, Nocerino; Seedorf; Robinho, Pato
Milan bench: Roma, Zambrotta, Abate, Thiago Silva, Yepes, Christante, Ibrahimovic