Brendan Rodgers has made three changes to the team that narrowly beat Queens Park Rangers at Loftus Road on Sunday.
The Liverpool manager will play what looks to be a 4-3-3 formation with Alberto Moreno replacing Jose Enrique at left-back, Joe Allen in for Emre Can in a holding midfield role and Philippe Coutinho replacing Adam Lallana on the wing.
It means that Mario Balotelli, who has just one goal this season, will continue as the lone striker, while Raheem Sterling keeps his place.
Rodgers is expected to drop Steven Gerrard into a deeper position than the one he played in west London.
For the visitors, Carlo Ancelotti has named the strongest available team, but a couple of key performers are missing, with neither Sergio Ramos or Gareth Bale aren't fit enough for the game.
The Italian manager has made three changes, with Nacho replaced at centre-back by talented Frenchman Raphael Varane, Alvaro Arbeloa coming in for Daniel Carvajal and Karim Benzema replacing former Manchester United striker Javier Hernandez up front.
Liverpool: Mignolet; Johnson, Lovren, Skrtel, Moreno; Gerrard, Allen, Henderson; Coutinho, Sterling, Balotelli.
Subs: Jones, Toure, Manquillo, Can, Lallana, Markovic, Lambert.
Real Madrid: Casillas; Arbeloa, Pepe, Varane, Marcelo; Modric, Kroos, James, Isco, Ronaldo; Benzema.
Subs: Navas, Khedira, Chicharito, Carvajal, Nacho, Illarra, Medran
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