Millie Bright has not recovered sufficiently from the injury that forced her off in the first leg so Magda Eriksson comes in as Emma Hayes makes two changes from that game in France.
The other is a place for Niamh Charles with Sophie Ingle named on the bench.
Erin Cuthbert was forced off during Sunday’s defeat at Man City but is in the starting line-up today. Guro Reiten, scorer of the goal that gives the Blues a 1-0 advantage going into tonight’s game, also plays.
Ann-Katrin Berger is named in goal so makes her 100th Chelsea appearance. Sam Kerr leads the attack.
Lyon recall former Arsenal midfielder Danielle van de Donk. Ada Hegerberg who has not started a game for six months is again named on the bench.
Chelsea Berger; Perisset, Buchanan, Eriksson (c), Carter, Leupolz, Charles, James, Cuthbert, Reiten, Kerr.
Subs Musovic, Orman, Abdullina, Mjelde, Ingle, Fleming, Cankovic, Rytting Kaneryd.
Lyon Endler; Carpenter, Gilles, Renard (c), Bacha, Egurrola, Horan, Van de Donk, Majri, Cascarino, Bruun.
Subs Belhadj, Bosse, Cayman, Morroni, Sombath, Benyahia, Becho, Dabritz, Malard, Marozsan, Hegerberg, Le Sommer.
Referee Ivana Martincic from Croatia.