Stags' boss John Dempster has named the side for this evening's Leasing.com Trophy group stage clash against Burton Albion.
Shot-stopper Bobby Olejnik starts between the posts, behind a back-three of Conor Shaughnessy, Matt Preston and Ryan Sweeney.
Youngsters Alistair Smith and James Clark start the game, with Danny Rose being named as the side's sole starting striker.
STAGS' XI: Olejnik (GK), Shaughnessy, Preston, Sweeney, Clarke, Tomlinson, Smith, Hamilton, Mellis, Sterling-James, Rose.
SUBS: Stone (GK), Benning, MacDonald, Afolayan, Cook, Gordon, Graham.