French Grand Slam stars Olivier Magne and Damien Traille will both line up for the Barbarians against Wales at Ashton Gate on Wednesday night.
Baa-baas coach Bob Dwyer has made 15 changes from the side that defeated Scotland 40-33.
But it is another powerful starting XV, and new Wales coach Mike Ruddock can expect a stern test in his first game at the helm.
Magne lines up in the back row alongside Harlequins skipper Andre Vos and Irish international Eric Miller, with Traille and Australian Nathan Grey forming the midfield partnership.
London Irish wing Paul Sackey, who is in the England squad for next Sunday's Twickenham clash against the Baa-baas, also starts.
And there is an opportunity for Northampton's in-form New Zealander Bruce Reihana, named as English Premiership overseas player of the season, less than a week after he landed the Professional Rugby Players' Association player of the year award.
Reihana's Northampton colleague Mark Connors features in the second row, and Dwyer has gone for two South African props, selecting Ollie Le Roux and Richard Bands.
The game will be Wales' final fixture before heading to Argentina next month for two Tests against the Pumas, followed by an appointment with South Africa in Pretoria on June 26.
Barbarians team to play Wales at Ashton Gate, Bristol, on Wednesday, May 26: Reihana (Northampton & New Zealand); Sackey (London Irish), Traille (Pau & France), Grey (NSW Waratahs & Australia), Paulse (Western Stormers & South Africa); Burke (NSW Waratahs & Australia), De Kock (Western Stormers & South Africa); Le Roux (Natal Sharks & South Africa), Sexton (Ulster), Bands (Blue Bulls & South Africa), Mika (Auckland Blues & New Zealand), Connors (Northampton & Australia), Magne (Montferrand & France), Vos (Harlequins & South Africa), Miller (Leinster & Ireland).
Replacements: Oliver (Otago Highlanders & New Zealand), Visagie (Saracens & South Africa), Finegan (ACT Brumbies & Australia), Persico (Leeds & Italy), Robinson (Northampton & New Zealand), Humphries (Ulster & Ireland), Castaignede (Saracens & France).
Wales' acting head coach Rob Howley has given Sam Davies and Rory Thornton a boost ahead of the RBS 6 Nations by naming the uncapped Ospreys duo in his largely experienced squad for the Autumn Internationals.