Danny Cipriani's relegation may dominate headlines but the NSW Waratahs are more interested in who is actually starting for the Melbourne Rebels in Saturday night's Super Rugby clash.

Rebels coach Rod Macqueen finally ran out of patience with Cipriani's defensive shortcomings on Thursday, dropping his star import to the bench for the Sydney Football Stadium match.

The former England international paid the price for a particularly poor outing against the Blues last week, with James Hilgendorf regaining the No.10 jumper he started the season in.

Hilgendorf survived just 10 minutes of the Rebels' forgettable Super Rugby debut when the Waratahs spanked the tournament newcomers 43-0 in round one in Melbourne.

The 20-year-old succumbed to a shoulder injury and Cipriani has had the playmaker role ever since.

"Jimmy's a good young player. He was good enough to get the starting position in round one and he's obviously regained that now he's done the rehab," NSW coach Chris Hickey said.

"They're a very different team now. They've evolved over the last nine or 10 weeks, which is what you would expect from a new team.

"I've seen them develop various aspects of their game significantly."

Indeed, since that season-opening mismatch, the Waratahs have won four games and the Rebels three.

Completing a new-look midfield with Hilgendorf, former Wallabies Mark Gerrard and Stirling Mortlock will form a powerful centre pairing for the Rebels after being cleared to take on the Tahs.

Gerrard was a late scratching from Melbourne's 40-23 loss to the Blues with a hamstring strain, while Mortlock hurt his back in Auckland.

"They're a team with experienced players out there like Mortlock and (No.8 Gareth) Delve," Hickey said.

"Those players keep the team composed and, even when they've been behind, they still do the things needed to get them back in the game.

"That composure comes from those experienced players."

Melbourne's backline reshuffle also means Julian Huxley moves to fullback and Cooper Vuna is relegated to the bench, with Peter Betham taking his place on the wing.

With key forwards Phil Waugh and Wycliff Palu already out with hamstring injuries, the Waratahs are banking on playmakers Berrick Barnes and Kurtley Beale getting the green light on Friday.

Barnes hasn't played since being concussed for a second time in round six, while Beale was rested from training on Thursday as he continues to battle a knee injury sustained in last Saturday's tight loss to Queensland.

"He has been improving each day and he ran yesterday," Hickey said.

"It's more a matter of what's going to give his knee the best chance to recover and that's probably not train today.

"But then he play in the captain's run tomorrow and we're pretty confident they'll both be right.

"With Berrick, it's about making sure that he feels confident with himself about returning to the park."

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