Leo Cullen admits last year's URC semi-final defeat to the Bulls was on his mind ahead of team selection for tomorrow's quarter-final clash against the Sharks.
That loss to the Bulls came just a week after Leinster's heartbreaking final Champions Cup final defeat to La Rochelle.
And, while the province beat Toulouse last Saturday to set up another final showdown with La Rochelle in a fortnight's time, head coach Cullen is wary of the fact that the Sharks have arrived in Dublin laser-focused on keeping their season alive.
READ MORE: Leinster's All Black and Youth Olympian Charlie Ngatai on why he chose rugby over cricket
With that in mind, he has made a sweeping nine changes to his side from last week.
"Some of the fresh players coming into the group have to deliver that freshness and clarity of mind that they're not as bogged down. They have to play like they have a point to prove," said Cullen.
"The Bulls came with a point to prove, the Sharks I believe will come with a point to prove, and we need to make sure we're ready for the physical battle.
"We got a taste of it, we played Sharks and it was a very physical game at the RDS in Round 4. The lads know that Noel knows us very, very well, how they go about trying to attack us in particular. They'll make life very difficult for us, just like the Bulls did.
"Definitely, it's very much on our mind, that Bulls game, and the flatness of our performance that day. That has a lot to do with the Bulls and how they played, and the Sharks will come with a similar mindset.
"So there's a group that's representing the province this weekend and it's their responsibility to be solely focused on this game because you start looking around at something else, that's when you come unstuck.
"Sharks don't have that problem, when they're knocked out of Europe and then their intention is trying to qualify for the Champions Cup next season, so their only way of doing that now is by winning this competition.
Cullen also says it would do a disservice to his Leinster squad if he hadn't rung the changes.
Among those rested are skipper James Ryan, out-half Ross Byrne, loosehead Andrew Porter and back rows Jack Conan - who scored two tries against Toulouse - and Josh van der Flier.
Speaking after today's Captain's Run at the Aviva Stadium, Cullen confirmed that Robbie Henshaw and Rónan Kelleher had not suffered a set-back but were not being risked this week as they gear up to a return from injury.
Byrne's brother Harry has got the nod to play at no 10 - earning his 50th Leinster cap in the process - and he will be partnered by Luke McGrath, who skippers the side.
"You're trying to make a call on the group," said Cullen. "We all probably think that we do the group a disservice if we didn't make changes and give other guys an opportunity, because the nature of the season is there's so many moving parts over such a long period of time.
"Some guys have been excellent in terms of getting us to where we are, and it requires a lot of players. Then it's trying to get the right balance in terms of selection.
"We think we've a really exciting group, and plenty of guys with a point to prove. Hopefully we'll see that.
"I know there's disappointed players not to be selected (v Toulouse). It's an exciting group and we hope they go well because it's big.
"We want to be successful on both fronts which is not easy. Sharks, out of Europe, they've a two-week lead into the game. Every team is a slightly different dynamic in how they do things.
"When we were setting off at the start of the season, you're looking at this period thinking you'd love to be here having these conversations, because there's no guarantee.
"The group have done incredibly well to get to a home quarter-final in the URC and we have a final here in a couple of weeks here as well. It's week to week to week, trying to make some calls on the go.
"Last week we had a clear idea what we were planning to do. You're seeing how players turned up on Sunday and Monday, and you make some calls then."
The Sharks are without their World Cup winning skipper, Siya Kolisi, who is out due to knee surgery, while outhalf Curwin Bosch misses out with a rib injury.
Leinster: Hugo Keenan, Jordan Larmour, Ciarán Frawley, Charlie Ngatai, Dave Kearney, Harry Byrne, Luke McGrath, Michael Milne, Dan Sheehan, Tadhg Furlong, Ryan Baird, Jason Jenkins, Max Deegan, Scott Penny, Caelan Doris
Replacements: John McKee, Andrew Porter, Cian Healy, Joe McCarthy, Jack Conan, Jamison Gibson-Park, Ross Byrne, Liam Turner
Cell C Sharks: Aphelele Fassi, Marnus Potgieter, Lukhanyo Am, Ben Tapuai, Makazole Mapimpi, Boeta Chamberlain, Grant Williams, Ox Nche, Bongi Mbonambi, Thomas du Toit, Corne Rahl, Gerbrandt Grobler, James Venter, Vincent Tshituka, Sikhumbuzo Notshe
Replacements: Fez Mbatha, Ntuthuko Mchunu, Carlu Sadie, Jeandre Labuschagne, Phepsi Buthelezi, Cameron Wright, Nevaldo Fleurs, Rohan Janse van Rensburg
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