Ica Nacewa and Doug Howlett line up at full back and left wing respectively just a week after they faced each other in the League's showpiece event at Thomond Park, while Iestyn Thomas and Martin Williams both face their countrymen after being named at loose-head prop and openside flanker respectively.
Blues skipper Paul Tito starts in the second row in his adopted home town and club colleague Lloyd Williams is named as the replacement scrum-half alongside Treviso hooker Leonardo Ghiraldini.
"It's a great privilege to get invited to play for the Barbarians and I can't wait to face Wales again," said Howlett.
"It's a huge thrill to be playing with the calibre of guys in the squad and a great chance for me to return to such a great place as the Millennium Stadium.
"I played for the Baa Baas a couple of years ago when we beat England and I have fond memories of that team and again they have put together a class squad of players together for this year."
The Barbarians will be looking for a repeat of last Saturday's 38-32 win over England at Twickenham, although they will be without Edinburgh's two-try hero Tim Visser for the Millennium Stadium encounter.
Italian No8 Sergio Parisse continues to skipper the Babaas from the base of the scrum but coaches Dai Young and Scott Johnson have made a total of 11 changes from last week's success.
Gavin Henson will face a stern test of his credentials when he returns to the Wales side for the first time in two years after the world's most famous invitational team named French-based giants Mathieu Bastareaud and Seru Rabeni in the centres.
Clermont Auvergne's Australian fly-half Brock James replaces South Africa-bound Freddie Michalak, with Sebastien Tillous-Borde chosen at scrum-half and Paul Sackey continuing on the left wing.
Thomas is joined in the front row by former All Black Carl Hayman and Toulon team-mate Sebastien Bruno, while Castres' Samoan lock Iosefa Tekori and ex-Springbok flanker Joe van Niekerk complete a star-studded pack.
Barbarians:Isa Nacewa (Leinster and Fiji); Paul Sackey (Toulon and England), Seru Rabeni (La Rochelle and Fiji), Mathieu Bastareaud (Stade Francais Paris and France), Doug Howlett (Munster and New Zealand); Brock James (Clermont Auvergne), Sebastien Tillous-Borde (Castres Olympique and France); Iestyn Thomas (Scarlets and Wales), Sebastien Bruno (Toulon and France), Carl Hayman (Toulon and New Zealand), Iosefa Tekori (Castres Olympique and Samoa), Paul Tito (Cardiff Blues), Joe van Niekerk (Toulon and South Africa), Martyn Williams (Cardiff Blues and Wales), Sergio Parisse (captain, Stade Francais Paris and Italy)
Replacements: Leonardo Ghiraldini (Benetton Treviso and Italy), Davit Kubriashvili (Toulon and Georgia), Erik Lund (Biarritz Olympique and Norway), George Smith (Toulon and Australia), Lloyd Williams (Cardiff Blues), Willie Mason (Toulon), Benoit Baby (Clermont Auvergne and France)
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