Tevita Taumoepeau returns from Pacific Islands international duty for Chris Horsman at tight-head prop, while Lee Best comes in at full-back in place of Thinus Delport, who's with the World XV ahead of Monday's big match at Leicester.
On the bench, there's a place for young Academy lock Will Bowley, who was an outstanding part of the A team that inflicted defeat on Tigers for the first time at Welford Road in four years on Monday.
And Miguel Avramovich, a key player in Argentina's victory over England at Twickenham three weeks ago, returns to Warriors duty as a replacement too.
"We've obviously got to build on Sunday, so I'd expect our lineout to be as good, if not better," Brain says. "Our scrum needs to improve because it suffered when Chris Horsman went off. We also conceded two relatively soft tries, so that's something that we've talked about. Phil Larder has discussed that with the players."
Brain's also demanding the same level of performance in attack against Saturday's Welsh opponents, as the EDF Energy Cup Group D games come to an end.
"Sunday was the best we've attacked. We kept the ball for long phases. It's a question of making sure we do the same again."
Team: 01 Darren Morris, 02 Chris Fortey, 03 Tevita Taumoepeau, 04 Tim Collier, 05 Craig Gillies, 06 Kai Horstmann (c), 07 Tom Harding, 08 Drew Hickey, 09 Matt Powell, 10 James Brown, 11 Mark Tucker, 12 Thomas Lombard, 13 Dale Rasmussen, 14 Aisea Havili, 15 Lee Best
Replacements: 16 Ben Gotting, 17 Tony Windo, 18 Will Bowley, 19 Gavin Quinnell, 20 Ryan Powell, 21 Shane Drahm, 22 Miguel Avramovic