Bath Rugby Number 8 Faletau returns to the line-up after being rested for the Lions' second win over The Sharks in a week.
Watson, after missing the first due to isolation, hit his first game on tour by storm, scoring twice in the 71-31 rout - the second a long-range stunner in which in beat several defenders. He switches from wing to full-back.
The game against South Africa ‘A’ will be shown live and exclusively on Sky Sports and is the fourth match in an eight-game Series culminating in the three Tests against World Champions, the Springboks.
“We’re pleased to have arrived in Cape Town as we near the halfway stage of the Series,” said Lions head coach Warren Gatland.
“Wednesday’s game against South Africa ‘A’ will be our toughest encounter since we arrived here and we’re looking forward to it. We expect them to be physical in the contact area and look to test us at scrum time.”
“I think we’ve benefitted from playing at altitude in the first three games. While the boys have felt it in their lungs, they’ll be all the better for it now we’re at sea level.
“As we move towards the business end of the Tour, it’s pleasing to see so many players putting in some stand-out performances. As coaches we want the players to make Test selection as hard as possible and that’s we’re seeing.”
SOUTH AFRICA ‘A’ v THE BRITISH & IRISH LIONS
15. Anthony Watson (Bath Rugby, England) #816, 14. Louis Rees-Zammit (Gloucester Rugby, Wales) #846, 13. Chris Harris (Gloucester Rugby, Scotland) #844, 12. Bundee Aki (Connacht Rugby, Ireland) #837, 11. Josh Adams (Cardiff Rugby, Wales) #836, 10. Dan Biggar (Northampton Saints, Wales) #821, 9. Conor Murray – captain (Munster Rugby, Ireland) #790; 1. Wyn Jones (Scarlets, Wales) #842, 2. Ken Owens (Scarlets, Wales) #829, 3. Kyle Sinckler (Bristol Bears, England) #814, 4. Maro Itoje (Saracens, England) #825, 5. Iain Henderson (Ulster Rugby, Ireland) #808, 6. Josh Navidi (Cardiff Rugby, Wales) #854, 7. Tom Curry (Sale Sharks, England) #853, 8. Taulupe Faletau (Bath Rugby, Wales) #779
16. Luke Cowan-Dickie (Exeter Chiefs, England) #851, 17. Mako Vunipola (Saracens, England) #787, 18. Zander Fagerson (Glasgow Warriors, Scotland) #848, 19. Adam Beard (Ospreys, Wales) #852, 20. Tadhg Beirne (Munster Rugby, Ireland) #838, 21. Sam Simmonds (Exeter Chiefs, England) #849, 22. Gareth Davies (Scarlets, Wales) #850, 23. Elliot Daly (Saracens, England) #822