Both Atalanta and Liverpool are dealing with an injury crisis and transform their sides, with Mohamed Salah and Divock Origi starting against Papu Gomez and Josip Ilicic.
It kicks off at Anfield at 20.00 GMT.
You can follow all the build-up and action as it happens from this game and Inter-Real Madrid on the LIVEBLOG.
Both Atalanta and Liverpool are dealing with an injury crisis and transform their sides, with Mohamed Salah and Divock Origi starting against Papu Gomez and Josip Ilicic.
It kicks off at Anfield at 20.00 GMT.
Gian Piero Gasperini was shaken when his side lost 5-0 in Bergamo and vowed to make changes, as the gung-ho attitude that made them famous was no longer viable at this level.
Atalanta have also struggled in Serie A lately and were held 0-0 by newly-promoted Spezia at the weekend.
Injuries are piling up, with Ruslan Malinovskyi, Mario Pasalic, Fabio Depaoli and Mattia Caldara out of action, but Hans Hateboer and Berat Djimsiti are rushed back in.
It’s surprising to see neither Duvan Zapata nor Luis Muriel start, as we could see Josip Ilicic or even Papu Gomez as a False 9 with Matteo Pessina in support.
Robin Gosens and Pierluigi Gollini are available after missing the Bergamo encounter.
Liverpool have more than a few issues of their own, as Virgil van Dijk is out for the season, joined on the treatment table by Andy Robertson, Naby Keita, Trent Alexander-Arnold, Jordan Henderson, Thiago Alcantara and Xherdan Shaqiri.
The good news for Jurgen Klopp is that Mohamed Salah has recovered from COVID-19 and goes straight into the starting XI with Divock Origi and Sadio Mane.
This allows Roberto Firmino to rest, but Diogo Jota is on the bench after his hat-trick in Bergamo.
The shortage means Neco Williams and Kostas Tsimikas get their first starts for Liverpool in the Champions League.
Liverpool: Alisson; N Williams, R Williams, Matip, Tsimikas; Milner, Wijnaldum, Jones; Salah, Origi, Mane
Liverpool bench: Adrian, Kelleher, Fabinho, Firmino, Minamino, Diogo Jota, Robertson, Cain, Clarkson, Koumetio
Atalanta: Gollini; Toloi, Romero, Djimsiti; Hateboer, De Roon, Freuler, Gosens; Ilicic, Pessina; Gomez
Atalanta bench: Rossi, Sportiello, Palomino, Lammers, Muriel, Piccini, Mojica, Ruggeri, Scalvini, Panada, Miranchuk, Duvan Zapata
Ref: Del Cerro Grande (ESP)