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
Wales Head Coach Rob Howley talks to WRU TV's Sebastian Barrett about the 36-man squad he has just named for the forthcoming Under Armour series, which includes two uncapped players, Ospreys duo Sam Davies and Rory Thornton.
Head coach Rowland Phillips is deligthed he can now call BT Sport Cardiff Arms Park home for his Wales Women's side, who launch their international season next month with games against Scotland and UK Armed Forces in the heart of the capital city.
Wales Sevens star Sam Cross has put his home town club of Brynmawr on the map after winning a silver medal at the Rio Olympics with Team GB. His club have now honoured him by naming their players bar after him, as WRU TV discovered at the official launch, recently.
One of the newest members of the Principality Premiership, Bargoed admit it's proving to be a steep learning curve at the highest level, but are determined to become a force to be reckoned with. WRU TV visited the club last weekend when they took on Llanelli.
Table-topping Aberavon travel to north Wales to tackle RGC 1404 as both teams defend unbeaten starts to the season in the Principality Premiership. WRU TV's Graeme Gillespie visited the Wizards to see how their preparations were going for the game of the weekend.
The Half a Game initiative is currently sweeping across Wales and proving a major success. The scheme aims to give every young player at least half a game every weekend. WRU TV recently visited a festival in Narberth where clubs have fully embraced the initiative.
Both Bargoed and Swansea were seeking their first win of the Principality Premiership season this afternoon. It proved a fruitful day for the hosts - not only did they win, but Bargoed claimed a try bonus point.
Cardiff managed to keep their unbeaten record at home intact, but only just as Bridgend made them work extremely hard before the Blue and Blacks secured a hard fought Principality Premiership win at the BT Sport Arms Park last night.
Former Wales back row Andy Powell gives a guided tour of The Wern, home of Merthyr RFC, who are determined to prove a lot of people wrong and make their mark in their first season in the Principality Premiership.