At halfback, incumbent Test halfback Aaron Smith makes way for fellow All Black Jimmy Cowan.
Mike Delany gets the No.10 jersey in place of Chris Noakes, while Tamati Ellison's hamstring injury in last week's 27-21 loss to the Chiefs means Siale Piutau will start at centre.
Highlanders: Ben Smith, Kade Poki, Siale Piutau, Phil Burleigh, Hosea Gear, Mike Delany, Jimmy Cowan, Nasi Manu, James Haskell, Adam Thomson, Nick Crosswell, Jock Bekhuis, Ma'afu Fia, Andrew Hore, Jamie Mackintosh (capt). Res: Jason Rutledge, Chris King, Jarrad Hoeata, Tim Boys, Aaron Smith, Chris Noakes, Kenny Lynn.
The Reds have suffered a double blow ahead of the match at Suncorp with key men Digby Ioane and Liam Gill ruled out.
Rising flanker Gill has succumbed to a hamstring injury sustained in the 32-12 win over the Melbourne Rebels while Wallabies winger Ioane will miss his second match in a row due to pneumonia.
Beau Robinson replaces Gill in the Reds back-row while Australian Under-20 three-quarter Chris F'Sautia remains on the wing after overcoming a shoulder injury he copped in his run-on debut against the Rebels.
Queensland, sitting seventh on the table heading into the second-last round, have been bolstered by the return of centre Ben Tapuai from a broken collarbone and the one-Test Wallaby will sit on the bench.
Young back-rower Jarrad Butler is poised to make his Super Rugby debut after also being selected as a reserve.
Queensland: Luke Morahan, Dom Shipperley, Anthony Faingaa, Mike Harris, Chris F'Sautia, Quade Cooper, Will Genia (capt); Scott Higginbotham, Beau Robinson, Jake Schatz, Adam Wallace-Harrison, Rob Simmons, James Slipper, Saia Faingaa, Greg Holmes. Res: James Hanson, Ben Daley, Radike Samo, Jarrad Butler, Ben Lucas, Ben Tapuai, Nick Frisby.