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Gillingham open their Johnstone’s Paint Trophy challenge on home soil.
League 2 Luton are the visitors to Priestfield on Tuesday night and Gills boss Justin Edinburgh will be making a handful of changes.
It’s a chance to rest some of the team’s regular starters and Edinburgh believes some are in need of that break.
He said: “I think it is necessary (to make changes) because it is a young squad, it’s finding its feet and rightly so.
“Some of these players in the squad need games but we have to stick to the rules and regulations that there are.”
Competition rules mean the Gills are unable to make wholesale changes.
Edinburgh said: “There will be changes and that is not weakening us, that will make us stronger, because that will see us have players that have a hunger and a freshness to come in and play.”
New loan signing Harry Lennon is likely to feature, as is left-back Bradley Garmston, who wasn’t involved at the weekend.
Gillingham reached the area final of the competition last season, losing out to Bristol City over two legs, and Edinburgh is hoping for more success.
He said: “Whatever you enter you want to be successful and Tuesday night will be no difference.”