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
Members of the WRU Board were invited to attend a training session where sumo wrestlers were being put through their paces and as WRU President Dennis Gethin reveals, the Tokyo visit will live long in the memory.
Representatives from the WRU and the Welsh Assembly government were invited to meet some of Japan's leading businesses. WRU chief executive Roger Lewis and Wales head coach Robin McBryde were among the guests.
Following Wales Under 20's second win of the Junior World Championship over Scotland, a lot of hard work is still required ahead of the Pool decider against Argentina on Thursday. WRU TV took a look behind the scenes.
Wales Under 20 coach Danny Wilson, captain Ellis Jenkins and winger Owen Jenkins give their post match reaction after recording a comfortable win over Samoa in the opening game of the Junior World Championship in France.