The inside centre – a two-time Rugby World Cup winner – has been battling a knee injury but has been bracketed to wear the No 12 shirt to take on the tourists at Eden Park.
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However, should Williams fail to recover in time, TJ Faiane is in line to take his place in midfield.
Wednesday marks the second game of the Lions ten-match Tour after their opening win over the NZ Provincial Barbarians on Saturday in Whangarei.
And the Blues – coached by former All Blacks skipper Tana Umaga – cannot wait to take on the famous tourists.
“This is a great opportunity for our team and our club,” he said.
“And an opportunity for our guys to be involved in something that is pretty special.
“We have said before that not all players get to play the British & Irish Lions and this is the group that will take our club forward.
“We are very thankful about that, but we are looking forward to it and our excited. We can’t wait to get out there on Wednesday.”
If fit, Williams would join a Blues back line that includes fellow All Blacks George Moala, Rieko Ioane and Augustine Pulu while at fly-half the 20-year-old Stephen Perofeta has been handed a first career start for the Blues.
Up front All Black props Ofa Tu’ungafasi and Charlie Faumuina both return either side of captain and hooker James Parsons.
While in the back row Steven Luatua and Akira Ioane combine at No 8 and blindside flanker respectively.
Blues team to face The British & Irish Lions:
15. Michael Collins
14. Matt Duffie
13. George Moala
12. Sonny Bill Williams/TJ Faiane
11. Rieko Ioane
10. Stephen Perofeta
9. Augustine Pulu
1. Ofa Tu’ungafasi
2. James Parsons (c)
3. Charlie Faumuina
4. Gerard Cowley-Tuioti
5. Scott Scrafton
6. Akira Ioane
7. Blake Gibson
8. Steven Luatua
Replacements:
16. Hame Faiva
17. Alex Hodgman
18. Sione Mafileo
19. Patrick Tuipulotu
20. Kara Pryor
21. Sam Nock
22. Ihaia West
23. TJ Faiane/Melani Nanai
