Newcastle take on Bayern Munich at St. James' Park tomorrow, so will not risk playing some players twice in two days.
Shearer is among those rested tonight, along with Craig Bellamy, Gary Speed, Kieron Dyer, Shay Given, Titus Bramble, Jonathan Woodgate, Lee Bowyer, Olivier Bernard, Andy Griffin and Lauren Robert.
However, it still promises to be a strong squad with England midfielder Jermaine Jenas, Peruvian winger Nolberto Solano, Portuguese international Hugo Viana, England Under-21 Shola Ameobi, goalkeeper Steve Harper and Irish defenders Andy O'Brien and Aaron Hughes all in the party tonight as well as being included in the squad to play Bayern.
Joining them at the KC Stadium will be Carl Cort who was signed for £7million three years ago, Scottish internationals Stephen Caldwell and Brian Kerr, one-time England Under-21 Robbie Elliott, and DR Congo international striker Lomana Tresor LuaLua.
Like Newcastle, City are also playing two fixtures in successive days... the reserves play Doncaster Rovers in the 2003 Central League Cup Final tomorrow! The match will be played at Church Road in North Ferriby, and admission is £2 adults, £1 concessions. Season passes are not valid for free entry unlike reserve league games.
Squad in full: Ameobi, Caig, G Caldwell, S Caldwell, Chopra, Cort, Elliott, Harper, Hughes, Jenas, Kerr, LuaLua, McClen, Alan O'Brien, Andy O'Brien, Solano, Taylor, Viana, Zola-Makongo.