Scotland coach Vern Cotter has made a total of 10 changes to his starting XV for Saturday's crucial Pool B match in the Rugby World Cup against South Africa.
Cotter has experimented with his squad in the first two victories over Japan and USA and once again shakes up his lineup for the contest at St James' Park in Newcastle.
Fly-half Finn Russell is out with an ankle injury, so is unable to make his fifth consecutive Test start. Duncan Weir takes his place at No.10.
Full-back Stuart Hogg and winger Tim Visser are the only two backs to keep their place, while in the pack South Africa-born duo WP Nel and Josh Strauss come in.
Scotland are top of the group with a maximum 10 points from their first two games, with South Africa three behind after a win and a loss.
Scotland: Reid, Brown, Nel; R. Gray, J. Gray; Strauss, Cowan; Denton; Laidlaw, Weir, Visser, Scott, Vernon, Seymour, Hogg
Replacements: Ford, Dickinson, Welsh, Swinson, Wilson, Hidalgo-Clyne, Horne, Lamont
Pascal Lemesre
