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 Webb Ellis Cup visited Lampeter on Monday to recognise the fact that the town is celebrating a major milestone as it is believed the first ever game of rugby played in Wales, was in fact played in Lampeter 150 years ago.
Cardiff Blues U18 Girls will go into Sunday's Gemau Cymru with an extra spring in their step after Welsh internationals Elinor Snowsill and Philippa Tuttiett offered some last minute tips at a training session earlier this week.
Rob Howley and Josh Lewsey addressed more than 250 community club coaches and referees at the first WRU National Community Conference on the weekend. The volunteers benefitted from coaching masterclasses and workshops in a bid to connect all levels of the rugby pathway in Wales.
UEFA has today confirmed the Football Association of Wales (FAW) has been successful in its bid for the Millennium Stadium to host the 2017 UEFA Champions League Final on Saturday 3rd June, 2017 (kick-off: 19.45hrs GMT).