Atalanta have Papu Gomez and Josip Ilicic back with Ruslan Malinovskyi, while Milan drop Krzysztof Piatek for Rafael Leao.
It kicks off at the Gewiss Stadium in Bergamo at 11.30 GMT.
This is the Lombardy Derby and ought to be a battle for the top four, but right now neither of them are in those positions.
Atalanta have Papu Gomez and Josip Ilicic back with Ruslan Malinovskyi, while Milan drop Krzysztof Piatek for Rafael Leao.
It kicks off at the Gewiss Stadium in Bergamo at 11.30 GMT.
This is the Lombardy Derby and ought to be a battle for the top four, but right now neither of them are in those positions.
Atalanta were spread too thin by their first ever Champions League campaign, but still managed to qualify for the Round of 16, where they’ll face Valencia in February.
Duvan Zapata remains the only absentee, as Gomez and Ilicic return from injury to bolster Gian Piero Gasperini’s side.
Luis Muriel has been misfiring recently, so he is benched in favour of a different approach.
Papu Gomez seems to be the False 9, supported by Ilicic and Malinovskyi, while Mario Pasalic is moved into midfield for a very attack-minded XI.
Stefano Pioli is finding his feet at Milan and is unbeaten in four games, but the momentum was slightly stalled by a draw with Sassuolo.
Theo Hernandez is their top scorer on four goals, remarkably for a full-back, but he is suspended along with Lucas Paqueta.
Ricardo Rodriguez steps in after 12 games on the bench, while Mateo Musacchio is able to start despite a slight ankle issue in training.
The big change is upfront, where Piatek is dropped and makes way for young Portuguese forward Rafael Leao, who came off the bench and hit the woodwork twice against Sassuolo.
Giacomo Bonaventura and Franck Kessie are both Atalanta academy products.
Atalanta: Gollini; Toloi, Palomino, Djimsiti; Castagne, De Roon, Pasalic, Gosens; Ilicic, Malinovskyi; Gomez
Atalanta bench: Sportiello, Rossi, Ibanez, Masiello, Freuler, Hateboer, Muriel, Barrow
Milan: G Donnarumma; Conti, Musacchio, Romagnoli, Rodriguez; Kessie, Bennacer, Bonaventura; Suso, Leao, Calhanoglu
Milan bench: Reina, A Donnarumma, Calabria, Caldara, Gabbia, Biglia, Krunic, Brescianini, Borini, Castillejo, Piatek, Rebic
Ref: La Penna