Full-back Kurtley Beale will return to the Australia team for Friday's World Cup bronze medal match against Wales in Auckland.
Beale missed the semi-final loss to New Zealand four days ago because of injury, but he now features in a much-changed Wallabies line-up.
Adam Ashley-Cooper moves back into the centre, where he will be partnered by Berrick Barnes, although coach Robbie Deans has retained his half-back combination of Quade Cooper and Will Genia.
Up front, meanwhile, only lock James Horwill and flanker David Pocock remain from the pack that took on the All Blacks.
Team: K Beale; J O'Connor, A Ashley-Cooper, B Barnes, D Ioane; Q Cooper, W Genia; J Slipper, T Polota-Nau, S Ma'afu, J Horwill (capt), N Sharpe, S Higginbotham, D Pocock, B McCalman.
Replacements: S Faingaa, B Alexander, R Simmons, R Samo, L Burgess, A Faingaa, R Horne.