Video: Wales coach Gatland rings in the changes for All Blacks clash
Gatland is back in charge after working on preparatory business ahead of leading next summer's British and Irish Lions tour to Australia.
Davies has recovered from a groin problem to make his first appearance of the autumn series, replacing Ashley Beck, while Priestland takes over from Dan Biggar, who was not considered because of a shoulder injury.
Former Wales captain Rees, meanwhile, returns to the front- row, where he will pack down alongside Paul James and Aaron Jarvis, with Charteris in for Ian Evans, who has taken only a limited part in training due to knee trouble, and skipper Warburton replacing Justin Tipuric.
Wales have not beaten New Zealand since 1953, losing 24 successive games against them, while defeat this weekend would make it six reversals in a row against all opponents, something they have not experienced since 2002-03.
"No one is more disappointed than the players and the coaches with how things have gone in the last two weeks," Gatland said.
"But those supporters who have been with us over the last 18 months know, just as we do, that we are a better side than we have displayed so far, and we will be looking to show that on Saturday.
"This New Zealand team is one of the best rugby sides to have ever played the game, and probably the best All Blacks team ever, so it will be a privilege to be able to test ourselves against them.
"Memories of the Rugby World Cup last year and touring New Zealand the previous summer are still fresh in the mind of many of the players and staff.
"The hospitality shown and the way we were looked after made the experience especially memorable, and that makes it all the more special that we have the opportunity to face the best side in the world at the moment in Cardiff."
Gatland will retake the hot-seat for two Tests - against New Zealand and Australia on December 1 - before handing back control to interim head coach Rob Howley for Wales' RBS 6 Nations title defence, which starts against Ireland on February 2