Stags' boss John Dempster has made six changes to the side that faced Stevenage on Saturday for this evening's opening Leasing.com Trophy fixture against Everton under-21s.
There is a change between the posts as Aidan Stone replaces Conrad Logan.
The manager makes one change to the defence, as centre-back Lewis Gibbens comes in for Ryan Sweeney, who drops to the bench.
Young midfielder Alistair Smith starts ahead of Alex MacDonald, whilst Jason Law and Omari Sterling-James come in for Willem Tomlinson and Otis Khan.
Leading the line against Everton is 17-year-old striker Jimmy Knowles, who starts in place of top scorer Danny Rose.
STAGS' XI: Stone (GK), Clarke, Preston, Gibbens, Benning, Mellis, Smith, Law, Sterling-James, Hamilton, Knowles.
SUBS: Logan (GK), MacDonald, Khan, Sweeney, Sinclair, Fielding, Chisholm.