NSW coach Daryl Gibson has come good on a promise to rest five of his Wallabies stars for the Waratahs' final-round clash against the Highlanders on Friday across the ditch - which has seen Berry's Will Miller promoted to the run on side.
There are no shortage of changes in this Waratahs side, which features rookie playmaker Mack Mason at number 10 and Alex Newsome at fullback, who replace Bernard Foley and Kurtley Beale respectively.
"I've been very consistent by putting out pretty much the same team every week and these guys are really energised and enthusiastic about going and fighting and representing the team ... Mack's one of those guys," Gibson said.
"We need to give him that opportunity so he can find out exactly what the level is and experience that. I fully expect him to front up and be on for the game."
Nick Phipps will captain the Waratahs in his final game for the club before departing at season's end for London Irish once his international commitments have finished.
In the absence of Sekope Kepu, prop Tom Robertson switches to the tight-head side to accommodate Harry Johnson-Holmes, who will wear the number one jersey and pack down alongside regular hooker Damien Fitzpatrick.
Ned Hanigan's timely return from a concussion sees him take Rob Simmons' place in the second row alongside Tom Staniforth.
Lachlan Swinton, who played No.6 against the Brumbies, has been ruled out of the match in Invercargill with a head knock.
Hugh Sinclair comes in at No.6 for his first start for the club, while Will Miller takes Michael Hooper's spot at openside breakaway. Michael Wells remains at No.8.
Mason's opportunity at five-eighth is his first for the club since an off night against the Sunwolves in March but the 23-year-old has been playing well in the Shute Shield.
Cam Clark comes into the starters on the wing and the Waratahs will stick solid with the same centres pairing of Lalakai Foketi and Adam Ashley-Cooper.
Hooker Tolu Latu was not available for selection because he has to front court on Friday over a drink driving charge, meaning Andrew Tuala will come off the bench.
Jack Dempsey returns from a back injury and has been named on a beefed up 6-2 bench. It will be his first match since the Waratahs lost to the Sharks in round 11.
To sneak into the top eight, the Waratahs need to beat the Highlanders with a bonus point and hope the Chiefs defeat the Rebels without claiming a bonus point. Both matches are on Friday.
Waratahs team to face Highlanders
(1-15): Harry Johnson-Holmes, Damien Fitzpatrick, Tom Robertson, Ned Hanigan, Tom Staniforth, Hugh Sinclair, Will Miller, Michael Wells, Nick Phipps, Mack Mason, Curtis Rona, Lalakai Foketi, Adam Ashley-Cooper, Cam Clark, Alex Newsome.
Bench: Andrew Tuala, Rory O'Connor, Shambeckler Vui, Ryan McCauley, Jed Holloway, Jack Dempsey, Jake Gordon, Tautalatasi Tasi.