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's Women and Girls legacy events - #TRY OUR GAME have proved popular this week with current players and newcomers to the game learning new skills and picking up tips from national squad players.
We caught up with Shona and Ellie from the Wales women team ahead of the start of the Women's Rugby World Cup in Paris next month at a recent women's training session to encourage and promote more women and girls to try their hand at rugby. #tryourgame
The Women's Rugby World Cup warm-up clash between Wales and USA proved bittersweet for centre Elen Evans. Despite being one of the star performers on the day on her 50th Test appearance, USA edged home 10-7 at Cross Keys.
Wales completed their Junior World Championship campaign with a victory over Samoa. Team manager Mark Taylor and No 8 James Benjamin reflect on a tournament which saw Wales win three games and lose two.
Wales U20 players Angus O'Brien, Nicky Thomas and coach Richard Hodges are determined to finish their Junior World Championship with a flourish when they tackle the big hitting Samoans tomorrow in Auckland.