Emma Hayes makes seven changes to her Chelsea Women team to face Lyon tonight with both Sam Kerr and Lauren James returning to the starting line-up.
That pair were rested for the FA Cup win at Reading on Sunday but are back and joined by Guro Reiten and fit-again Erin Cuthbert in attack.
Melanie Leupolz supports Sophie Ingle in midfield and there are also starts for Ann-Katrin Berger, Eve Perisset and Kadeisha Buchanan, the latter two against their former club.
Lyon make two changes from their last game, a Coupe de France win at Fleury, with Eugenie Le Sommer and Perle Morroni coming in. Ada Hegerberg is on the bench having not played since September.
Chelsea: Berger; Perisset, Buchanan, Bright, Carter, Leupolz, Ingle, James, Cuthbert, Reiten, Kerr.
Subs: Musovic, Orman, Eriksson, Abdullina, Charles, Mjelde, Fleming, Cankovic, Rytting Kaneryd
Lyon: Endler, Carpenter, Gilles, Renard (c), Morroni, Horan, Egurrola, Marozsan, D.Cascarino, Le Sommer, Dabritz.
Subs: Belhadj, Bacha, Majri, Hegerberg, Van de Donk, Sombath, Cayman, Bruun, Benyahia, Becho, Malard
The second leg of this tie is at Stamford Bridge next Thursday 30 March and tickets for the game are on sale now, with prices starting at just £9 for adults and £1 for juniors and seniors.