Manuel Pellegrini has dropped fan favourite Pablo Zabaleta in favour of Bacary Sagna.
Pellegrini often replaces Zabaleta for the more defensive Frenchman in big games - he did so at Stamford Bridge in January.
Yaya Toure missed the first game but he is back, in for Fernando, while Aleksandar Kolarov also starts for the suspended Gael Clichy, who was sent off two weeks ago.
Edin Dzeko is dropped from the team in place of Toure - it is unclear whether Milner will play in a central midfield position or on the right.
For Barcelona Sergio Busquets, also suspended, is the only change to thre team that won, with Jeremy Mathieu coming in at centre-back and Javier Mascherano pushing slightly further forward.
Barcelona: Ter Stegen, Alves, Pique, Mathieu, Alba, Mascherano, Iniesta, Rakitic, Neymar, Messi, Suarez.
Subs: Bravo, Xavi, Pedro, Rafinha, Bartra, Sergi, Adriano.
Manchester City: Hart, Sagna, Kompany, Demichelis, Kolarov, Nasri, Fernandinho, Toure, Milner, Silva, Aguero
Subs: Caballero, Zabaleta, Lampard, Fernando, Bony, Dzeko.
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