Mike Jones and Joe Walsh were handed their first starts for Reds as Richie Barker made six changes from Saturday.
Jones, Walsh, Mark Connolly, Jonathan Forte, Dannie Bulman and Shaun Cooper came into the side.
David Hunt was handed the captain’s armband with Gary Alexander rested.
For Gillingham, there were also six changes from the side that drew 1-1 with Chesterfield.
Tommy Forecast, Andrew Frampton, Charlie Allen, Danny Jackman, Bradley Dack and Ben Strevens all came into the side.
Reds: Jones; Hunt, Connolly, Cooper, Walsh; Adams, Bulman, Simpson, Jones; Forte, Clarke. Subs: Davies, Akinde, Wassmer, Neilson, Kuipers.
Gillingham: Forecast; Fish, Martin, Flanagan, Frampton; Montrose, Whelpdale, Allen, Jackman; Dack, Strevens. Subs: Hawkes, Evans, Davies, Brown, Birchall.