Croesyceiliog teammates, Kerry Jenkins and Rhian Wilmott take the half back positions, with Scrum Half, Cath Walkley returning from the 'A' squad to take a place on the bench. Fly half, Awen Thomas is also on the bench following her performance against the French.
Dee Croft earns her first cap replacing Jamie Kift as hooker, following a knee injury earlier in the week.
Props, Dawn Mason and Kath Lenaghan will be under pressure to perform as Amy Broadstock, who received her first cap a fortnight ago, will be eager to play a part in the game.
Louise Rickard, who stars in the BBC2 documentary, 'SAS - Are you tough enough?' on Sunday night, plays at outside centre with Claire Flowers and Sue Jones on the Wings. Naomi Thomas, who has won 'man of the match' in the last two internationals, plays at full back.
National Manager, Gareth Kear commented, "After our first two games, where we won one, lost one, we feel that we have to pull together all the positives from both previous games. We know we have the ability to beat Spain and although it will be a difficult challenge playing in Madrid, if we can stay focused and play to our strengths, it is a game that we can win."
The Game kicks off at 12.30pm on Sunday at the Spanish National ground in Madrid.
1 DAWN MASON 2 JAMIE KIFT 3 KATH LENAGHAN 4 SUE GRAINGER 5 LIZA BURGESS 6 KYLIE WILSON 7 PIP MINTO 8 APRIL DENT 9 KERRY JENKINS 10 RHIAN WILMOTT 11 SUE JONES 12 MELISSA BERRY (CAPT) 13 LOUISE RICKARD 14 CLAIRE FLOWERS 15 NAOMI THOMAS
16 AMY BRAODSTOCK 17 CATRIN EDWARDS 18 JACKIE MORGAN 19 HELEN EDWARDS 20 AWEN THOMAS 21 CATH WALKLEY 22 KAREN MAYZE
The WRU has teamed up with Crawshay's to tour Georgia in June. The side, which will be called the Crawshays WRU President's XV, will play Emerging Georgia twice, in a tour which supports the Welsh Government's efforts to grow relations between the two countries.
Wales Sevens are looking to re-group after a disappointing tournament last time out in South Africa. The next double leg in New Zealand and Las Vegas offers Gareth Williams a chance to redeem themselves.
Wales Women's head coach Rhys Edwards was at Llandovery to see the conclusion of an entertaining Women's Regional championship where any one of three teams were in contention for title glory on the last day of action.
Christmas has come early at Glynneath rugby club, one of a number around Wales who have received an array of merchandise and equipment this December courtesy of the Welsh Rugby Union's £750,000 participation points scheme.
The WRU have been delivering on the scheme - which gives individual clubs access to up to £5,000 worth of supplies and equipment each for the 2014/2015 season - over the last two weeks and today (Friday) were received by a special guest in Glynneath, club president and pitch marker Max Boyce.
As the countdown continues for RWC2015, Tournament Chief Executive Debbie Jevans visited the Millennium Stadium to discuss preparations for the eight matches and reveal the positive news that 100,000 tickets for games at the home of Welsh rugby have sold in the last seven days.
Jason Harries is targeting a first win on the World Series circuit this season with Wales. The series returns to action this weekend in Dubai where Harries is part of a team hoping to build from its efforts in round one in October.