Manchester United will have half an eye on the Champions League encounter against Real Madrid at the Bernabeu, and that might just be the chance that Everton need to spring another surprise.

The previous meeting between the two sides on the opening weekend of the English Premier League at Goodison Park saw Marouane Fellaini score the winner to shock United 1-0.

Things have changed since then, though, with United storming towards another Premier League title, nine points clear of Manchester City, which could be cut to six, with City set to play at Southampton Saturday.

Everton have also maintained their good early season form and are prime contenders for a Champions League place.

Sir Alex Ferguson said he would make a few changes to his side Sunday at Old Trafford, keeping in mind the big-time clash against Real on Wednesday.

"It will be different teams," Ferguson told reporters. "The team on Sunday will not be the same as the team that plays on Wednesday.

"I trust the squad of players I have. They are all internationals, they are all good players and there is no reason why I can't play them.

"They're all contributing in their own way and that gives us a better chance of dealing with the various competitions we're in."

Ashley Young returns to the squad after missing five weeks through injury, while Michael Carrick (hip) and Phil Jones (shingles) have also been passed fit.

Ferguson will not be taking Everton lightly, though, with the Toffees famously pulling off a 4-4 draw in the corresponding fixture last season, a result which eventually lost United the title.

"It's a tough game on Sunday," Ferguson added. "We were 4-2 up with seven or eight minutes to go. It was unexpected and we have to anticipate the unexpected in the run-in. That was a bad blow for us and it cost us the league.

"Everton are very experienced and, if you look at their record, they've only lost three games this season (the same number as United). They're obviously hard to beat.

"But the team is playing well, I'm pleased with their form and I'm pleased that the players we're changing around, when I'm making different team selections, are buying into it well.

"They're all contributing in their own way and that gives us a better chance in terms of dealing with the various competitions we're in now."

Everton manager David Moyes is not getting carried away with his side's recent results against United.

"I don't know if you can look at our recent results against them because over the years Manchester United have taken an awful lot of points off us," Moyes told the club's official website.

"Obviously the game this year we had a good victory and we had a hard draw there last year, but if you look over time they have taken far more points off us than we have off them.

"It's a real tough game for us. I don't think anybody would think it is anything less than that."

Moyes is confident of Fellaini shaking off an hip injury, while Seamus Coleman and Tony Hibbert remain sidelined.

Expected lineups: Manchester United: De Gea; Jones, Smalling, Evans, Evra; Kagawa, Carrick, Anderson, Nani; Rooney, Hernandez.

Everton: Howard; Jagielka, Heitinga, Distin, Baines; Gibson, Osman; Mirallas, Fellaini, Pienaar; Jelavic.

Prediction: 2-1 to United