Loose forward David Pocock will start at blindside flanker for Australia against Wales in Cardiff this weekend for the first time in his test career, thanks to Dean Mumm's suspension.
Coach Michael Cheika said the shift would leave the Wallabies lacking height in the lineout, but is confident Lopeti Timani, who starts at number eight, would be able to nullify the disadvantage in the first Autumn international.
"I still think that our lineouts are good and we've been working hard on the options," Cheika said.
"Lopeti's worked hard on his jump as well, he's jumped in Melbourne so he'll have role, a jumping role.
"Wales are quite good at the defensive lineout, they've got some tall timber so we'll have to be on our game to get that but what we've got we'll back that.
"We have to make sure our lineout's working. We can't play the game without the set piece."
Michael Hooper takes the openside flanker role, with Tevita Kuridrani replacing the injured Samu Kerevi at outside centre.
Uncapped hooker Tolu Latu has been named among the replacements as James Hanson is out of the 23, with lock Scott Fardy, prop James Slipper and flyhalf Quade Cooper, who was dropped for the test against New Zealand on Oct. 22 that the Wallabies lost 37-10, also coming in on the bench.
Meanwhile Leigh Halfpenny will return to Test rugby after a 14-month absence for Wales.
Halfpenny lines up at fullback for his first Wales appearance since he suffered knee ligament damage during a World Cup warm-up game in September last year.
Cardiff Blues' Alex Cuthbert is named on the wing in a reshaped back three - Liam Williams misses out through injury - while 126 times-capped prop Gethin Jenkins captains Wales instead of Sam Warburton.
Warburton is set to begin his comeback from injury for Cardiff Blues against Treviso in Italy on Friday, so Justin Tipuric lines up at openside flanker in a back-row that also features Dan Lydiate and Gloucester's in-form Ross Moriarty, who takes over from injured No.8 Taulupe Faletau.
Lock Alun Wyn Jones, meanwhile, was not considered for selection following the death of his father, with Bradley Davies and Luke Charteris forging Wales' second-row partnership as they target a first victory over Australia since 2008.
Wales' interim head coach Rob Howley has named two uncapped players among the replacements - Ospreys fly-half Sam Davies and Newport Gwent Dragons lock Cory Hill.
Wales: Leigh Halfpenny, Alex Cuthbert, Jonathan Davies, Jamie Roberts, George North, Dan Biggar, Rhys Webb, Ross Moriarty, Justin Tipuric, Dan Lydiate, Luke Charteris, Bradley Davies, Samson Lee, Ken Owens, Gethin Jenkins (capt). Reserves: Scott Baldwin, Nicky Smith, Tomas Francis, Cory Hill, James King, Gareth Davies, Sam Davies, Hallam Amos.
Australia: 15-Israel Folau, 14-Dane Haylett-Petty, 13-Tevita Kuridrani, 12-Reece Hodge, 11-Henry Speight, 10-Bernard Foley, 9-Nick Phipps, 8-Lopeti Timani, 7-Michael Hooper, 6-David Pocock, 5-Adam Coleman, 4-Rory Arnold, 3-Sekope Kepu, 2-Stephen Moore (captain), 1-Scott Sio
Replacements: 16-Tolu Latu, 17-James Slipper, 18-Allan Alaalatoa, 19-Rob Simmons, 20-Scott Fardy, 21-Nick Frisby, 22-Quade Cooper, 23-Sefa Naivalu