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
Porthcawl recently received a WRU facilities grant and funding from Natwest RugbyForce in order to give their changing rooms a facelift. This came after receiving £10,000 in a WRU facilities grant last year to tarmac their car park. The improvements have already helped to make the club more accessible, not only for their own members and players but for the whole community.
The Welsh Rugby Union has launched a new, accredited Safeguarding and Protecting Children course - funded by the WRU and delivered in partnership with Sport Wales and the NSPCC - fo rugby club volunteers around Wales.
The SWALEC semi-final draws threw up some mouth-watering clashes in the Cup, Plate and Bowl as the 12 teams aim for the Millennium Stadium Finals Day. All the semi-finals are to be played on the weekend of April 12.
Welsh whistler Rhys Thomas continues to scale the heights of the game as he prepares to be an official in this weekend's Hong Kong Sevens tournament, undoubtedly the showpiece event on the World Series calendar.
Wales International Ian Evans and Wales and Lions legend Scott Quinnell swapped rugby balls for paint pots at Tonna during the RBS 6 Nations. They surprised club players with a special clubhouse makeover to launch NatWest RugbyForce 2014 - a programme developed in partnership with the WRU to make rugby clubs stronger businesses by improving and renovating their facilities with the support of volunteers and the local community.
Fresh from claiming the Bowl honours in Tokyo last Sunday, the Wales Sevens squad have settled into their routine as they prepare for this weekend's Hong Kong tournament where Iolo Evans is aiming high, as WRU TV's Graeme Gillespie discovers.
The Welsh Rugby Union has recently teamed up with Prostate Cymru to help the charity launch its latest campaign to raise awareness of the disease. Members of the Wales squad helped produce a short video and promotional material for the campaign titled 'The Best Defence - is to know the FACTS'.