Hartlepool United boss Craig Hignett has made seven changes for the Checkatrade Trophy dead rubber with Rochdale.
Adam Bartlett came in for Trevor Carson in goal, with the Northern Irishman away on international duty.
Jordan Richards kept his place on the right of the back four, as did Matthew Bates, playing just his second game since August, alongside him.
Scott Harrison and youngster James Martin completed the back four.
Liam Donnelly, fresh after missing the weekend win over Stamford in the FA Cup through suspension, slotted into holding midfield playing alongside Michael Woods and Brad Walker.
Up top Club captain Billy Paynter got a run after his goal on Sunday, supported by Nicky Deverdics and Jake Orrell.
Hartlepool United: Adam Bartlett, Jordan Richards, Matthew Bates, Scott Harrison, James Martin, Liam Donnelly, Michael Woods, Brad Walker, Jake Orrell, Billy Paynter, Nicky Deverdics.
Subs: Ben Dudzinski, Rhys Oates, Ben Pollock, Lewis Hawkins, Josh Laurent, Harly Wise, Kenton Richardson.
Rochdale: Joshua Lillis, Joseph Rafferty, Scott Tanser, Jimmy McNulty, Harrison McGahey, Donal McDermott, Oliver Rathbone, Joseph Thompson, Reuben Noble Lazarus, Aaron Morley.
Subs: Nathaniel Mendez-Laing, Brian Barry Murphy, Jonathan Diba Murphy, Matthew Gillam, Joseph Bunney, Andrew Hollins, Joshua McCormack.