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
WRU TV were on hand at the launch of a major new commercial deal with WRU and Mercedes-Benz South Wales (part of the Sinclair Group), which sees the family company become an official supplier to the Welsh Rugby Union
On the back of the recent Women's Rugby World Cup, the WRU has launched a revitalised Women's and Girls domestic seasonal structure, and the future is looking bright.
Go to www.wru.co.uk/tryourgame for more information
Roger Lewis talks to WRU TV at the announcement of a new £60 million Rugby Services Agreement (RSA) which provides a new and positive contractual relationship between the WRU and its four Regions for the next six years has been agreed.
The Welsh Rugby Union has announced a major new sponsorship deal with Gullivers Sports Travel which will make the UK's leading, and longest established, multi-sport tour operator, an Official Supplier for the rest of the decade.
Having taken part in seven World Cups as a player and coach, Liza Burgess hopes to go out in style this afternoon when Wales take on Australia in the Play-off for seventh and eighth place in the Women's Rugby World Cup in Paris.