Springbok veteran lock Victor Matfield will captain a strong-looking Barbarians team that will take on Gloucester at Kingsholm on Tuesday.

Matfield leads the 125-year-old invitation side before they move on to the Killik Cup match against Argentina at Twickenham this Saturday.

Against Gloucester, South Africa's most-capped player captains a starting line-up containing 12 Test players with six World Cup winners in the matchday squad.

World Rugby Breakthrough Player Nehe Milner-Skudder starts at full-back in a stellar backline including Australia's Joe Tomane, giant Fiji wing Nemani Nadolo and South Africa fly-half Pat Lambie.

Matfield pairs up with Lood de Jager in the second-row with another Springbok legend on the bench in the shape of Bakkies Botha.

Two changes to the Barbarians squad coached by Australia's Michael Cheika see Brumbies back-row forward Jarrad Butler replace Warren Whiteley and prop Thomas Du Toit take over from Tendai Mtawarira.

Barbarians: 15 Nehe Milner-Skudder, 14 Joe Tomane, 13 Francois Venter, 12 Ryan Crotty, 11 Nemani Nadolo, 10 Pat Lambie, 9 Cobus Reinach, 8 Jarrad Butler, 7 Ardie Savea, 6 Stephen Hoiles, 5 Lood de Jager, 4 Victor Matfield (c), 3 Toby Smith, 2 James Hanson, 1 Jamie Mackintosh.

Replacements (from): Stephen Moore, Thomas du Toit, Charlie Faumuina, Bakkies Botha, Scott Fardy, Tawera Kerr-Barlow, Lima Sopoaga, Tevita Kuridrani, Waisake Naholo.

Date: Tuesday, November 17

Venue: Kingsholm

Kick-off: 19:45 GMT