Lions Vice-Captain Simon Black has been named to play his first match of the season against Carlton at Etihad Stadium this Saturday night.
Black was a late withdrawal from the Lions season opener against West Coast at the Gabba last week but has been given the green light from the coaching staff after overcoming a broken hand and illness during the pre-season.
After arguably the most productive pre-season campaign of his three-year career, Proud is set to line up for his 10th senior match with the Club.
Scott Harding and Tom Collier have both been omitted from the side that defeated the Eagles by nine points last weekend.
The full Lions team for Round 2 is:
B: Ashley McGrath (9), Daniel Merrett (21), Joel Patfull (24)
HB: Luke Power (6), Joel Macdonald (26), Josh Drummond (39)
C: Bradd Dalziell (34), Simon Black (20), Daniel Rich (10)
HF: Michael Rischitelli, (35) Jonathan Brown (16), Justin Sherman (11)
F: Travis Johnstone (4), Daniel Bradshaw (36), Mitch Clark (1)
Foll: Matthew Leuenberger (23), Albert Proud (2), Jed Adcock (7)
Int: Rhan Hooper (33), Cheynee Stiller (32), Jamie Charman (19),
Troy Selwood (28)
Emerg: Tom Collier (22), Scott Harding (5), Tim Notting (8)
IN: Simon Black, Albert Proud
OUT: Scott Harding, Tom Collier (omit)