Number eight Scott Higginbotham has been rewarded for a series of strong performances off the bench with his first starting role for Australia in the weekend's Tri Nations Test against South Africa in Durban.
Higginbotham's inclusion relegates Ben McCalman to the bench while veteran lock Nathan Sharpe has been recalled for what will be his 96th Test.
Sharpe replaces Queensland Reds lock Rob Simmons, who is being rested after suffering a shoulder injury at training last week and aggravating it in Saturday's 30-14 loss to the All Blacks in Auckland.
Wallabies coach Robbie Deans also recalled Radike Samo to the replacements bench for the match, almost seven years after the 35-year-old last played for the Wallabies when he came off the bench against Scotland in November 2004.
Samo will be one of five forward replacements on the bench, with halfback Luke Burgess and centre Anthony Fainga'a the only back reserves.
ACT Brumbies prop Salesi Maafu also returns to the bench following his recovery from a broken arm sustained during the southern hemisphere's Super rugby competition.
Australia: 15-Kurtley Beale, 14-James O'Connor, 13-Adam Ashley-Cooper, 12-Pat McCabe, 11-Digby Ioane, 10-Quade Cooper, 9-Will Genia; 8-Scott Higginbotham, 7-David Pocock, 6-Rocky Elsom (captain), 5-James Horwill, 4-Nathan Sharpe, 3-Ben Alexander, 2-Stephen Moore, 1-Sekope Kepu
Replacements: 16-Saia Faingaa, 17-Salesi Maafu, 18-Sitaleki Timani, 19-Ben McCalman, 20-Radike Samo, 21-Luke Burgess, 22-Anthony Faingaa