Kurtley Beale returns from injury among eight changes to the Wallabies' starting team for their Rugby World Cup Bronze medal match against Wales at Eden Park on Friday night.
Coach Robbie Deans cited injuries and the short turnaround time as he rung the changes in the wake of Sunday's semi-final loss to the All Blacks.
Beale is back from his hamstring injury to play at fullback while Berrick Barnes is promoted to start at second five alongside centre Adam Ashley-Cooper.
Former captain Rocky Elsom has been dropped from the match squad and replaced at blindside flanker by Scott Higginbotham while veteran Nathan Sharpe is recalled to the second row and will play his 100th Test.
Ben McCalman takes over at No.8 from Radike Samo and there's a completely new starting front row of props James Slipper and Salesi Ma'afu and hooker Tafu Polota-Nau.
Ruled out by injuries suffered against the All Blacks were second five Pat McCabe (shoulder), lock Dan Vickerman (shoulder, leg and nose), prop Sekope Kepu (eye) and hooker Stephen Moore (sternum).
While Elsom was dropped altogether, prop Ben Alexander, centre Anthony Faingaa and Samo drop to the bench while Queensland hooker Saia Faingaa is promoted to the bench.
Western Force captain Sharpe will become the fifth Australian - and the 21st player in the history of the game - to achieve the distinction of playing 100 Tests.