The Wallabies coach Robbie Deans has made a raft of changes to the side to face South Africa in Sunday's rugby Test at Ellis Park in Johannesburg.
Flanker George Smith was one of five players dropped from the starting line-up as Deans significantly changed the team which beat the Springboks 27-15 in Durban last week.
Fullback Adam Ashley-Cooper, lock Hugh McMeniman, flanker Phil Waugh, hooker Tatafu Polota-Nau and centre Timana Tahu are all set to run on, Tahu in his first start for the Wallabies, replacing the injured Berrick Barnes.
McMeniman takes the place of Daniel Vickerman who had been ruled out with a shoulder injury.
Ashley-Cooper has recovered from a broken hand, relegating Drew Mitchell to the bench, while Waugh replaces Smith on the side of the scrum and hooker Stephen Moore makes way for Polota-Nau.
Deans says he's rotating his players due to the respect the Wallabies have for the Boks.
He feels they need some fresh legs if they're to win back-to-back South African Test matches for the first time since 1963.
Australia's only win in nine attempts in Johannesburg came 45 years ago at at Ellis Park.
New Zealand currently lead the standings with 14 points, Australia are second with 13 and South Africa third with five.
Regardless of the result, the series will be decided by the outcome of the match between the All Blacks and Wallabies in Brisbane on September 13.
Team: 15-Adam Ashley-Cooper, 14-Peter Hynes, 13-Stirling Mortlock, 12-Timana Tahu, 11-Lote Tuqiri, 10-Matt Giteau, 9-Sam Cordingley, 8-Wycliff Palu, 7-Phil Waugh, 6-Rocky Elsom, 5-Hugh McMeniman, 4-James Horwill, 3-Matt Dunning, 2-Tatafu Polota-Nau, 1-Benn Robinson.
Replacements: 16-Stephen Moore, 17-Al Baxter, 18-Dean Mumm, 19-George Smith, 20-Brett Sheehan, 21-Ryan Cross, 22-Drew Mitchell