The good news for Falcons fans is that former All Black centre Mark Mayerhofler is fit to play after recovering from injury.
With Mayerhofler back in, Tom May moves to the wing and Ben Gollings to the full-back. Prop Ian Peel has also recovered from a knock and is brought in at loose-head.
Falcons boss Rob Andrews said: "Despite last weekend's disappointing start there were certain points in the game when we played very well. If we can sustain this for longer periods we know we can win. We should have won on Sunday despite our performance.
"We can't repeat Sunday's first half. We did all the hard work at the start of the second half and managed to claw back the points to make it equal pegging but we just didn't finish it off.
"Following on from last weekend’s disappointing start, the team have worked hard in training this week and tried to be specific."
Newcastle Falcons: 15 Ben Gollings, 14 Michael Stephenson, 13 Jamie Noon, 12 Mark Mayerhofler, 11 Tom May, 10 Dave Walder, 9 Hall Charlton, 8 Hugh Vyvyan, 7 Warren Britz, 6 Epi Taione, 5 Mark Andrews (Captain), 4 Garath Archer, 3 Marius Hurter, 2 Nick Makin, 1 Ian Peel.Replacements: 16 Micky Ward, 17 Will Kay, 18 Craig Hamilton, 19 Phil Dowson, 20 James Grindal, 21 Phil Godman, 22 Alex Cadwallader.
Kick-off: 15.00 (14.00 GMT)