George Smith will captain Australia for the third time in a rugby Test and Berrick Barnes has been handed a rare chance to fill in for Matt Giteau in Saturday's rematch with Italy.
Coach Robbie Deans has made eight changes to the starting side which downed the Azzurri 31-8 in the first Test in Canberra last weekend.
Regular skipper Stirling Mortlock will sit out the match with a groin injury, though Deans admitted he could have played this weekend if required.
Smith moves from openside flanker to No.8 to allow David Pocock to make his international run-on debut.
The other inclusions in the starting XV are centres Ryan Cross and Quade Cooper, winger Peter Hynes, flanker Peter Kimlin and the front row of Ben Alexander, Tatafu Polota-Nau and Pek Cowan.
Cowan will become the 15th player to make his Wallabies debut since Deans took over as coach last year.
Australia: James O'Connor, Lachie Turner, Ryan Cross, Quade Cooper, Peter Hynes, Berrick Barnes, Luke Burgess, George Smith (capt), David Pocock, Peter Kimlin, Dean Mumm, James Horwill, Ben Alexander, Tatafu Polota-Nau, Pek Cowan. Res: Stephen Moore, Benn Robinson, Nathan Sharpe, Phil Waugh, Josh Valentine, Matt Giteau, Adam Ashley-Cooper.
