Steven Pressley shakes up his midfield pack as Barnsley visit Highbury - one team set to win through to a Wembley final.
Jimmy Ryan and Antoni Sarcevic make way for Victor Nirennold and Nick Haughton.
Alex Kiwomya, who made his first Fleetwood start at Bradford on Saturday also drops out of the starting eleven - he is replaced by Bobby Grant.
Town have an attacking bench featuring Tyler Forbes, Ash Hunter and David Ball as well as on-loan Chelsea wide man Kiwomya
Fleetwood: Maxwell, McLaughlin, Pond, Davis, Bell, Jonsson, Nirennold, Haughton, Henen, Grant, Matt
Subs: Gogic, Forbes, Hunter, Ball, Kiwomya