Jose Mourinho has sprung a surprise on Barcelona by bringing back Pepe for the Copa del Rey quarterfinal second-leg.
The Portuguese center back caused controversy in the 2-1 first-leg defeat by 'stamping' on the hand of Lionel Messi yet the former Porto man comes in for Raphael Varane after being taken out of the firing line in the weekend win over Athletic Bilbao.
Madrid also choose to bring Gonzalo Higuain in for Karim Benzema who is on the substitute's bench and Lassana Diarra comes back into the midfield in place of Esteban Granero.
The only other change to the visitor's side is Fabio Coentrao lines up at left back, replacing Marcelo as Kaka and Mesut Ozil both keep their places.
Pep Guardiola names his strongest possible lineup as Carles Puyol comes in at center half in place of Javier Mascherano while Xavi replaces Thiago.
As expected, Jose Pinto starts between the sticks and Cesc Fabregas is in the XI, coming in for Adriano who drops to the bench.
Barcelona (4-3-3): Pinto; Alves, Pique, Puyol, Abidal; Xavi, Busquets, Iniesta; Messi, Fabregas, Sanchez
Real Madrid (4-2-3-1): Casillas; Arbeloa, Ramos, Pepe, Coentrao; Diarra, Xabi Alonso; Kaka, Ozil, Ronaldo; Higuain