The Wallabies first five Quade Cooper will play his first test since suffering a serious knee injury at last year's Rugby World Cup, having been recalled to the Australian side for the second Bledisloe Cup test against the All Blacks in Auckland this weekend.
Cooper's return pushes Berrick Barnes, who played at first five in the loss in Sydney, out to the midfield.
Fullback Kurtley Beale's been dropped after making several defensive and handling errors last weekend.
Adam Ashley-Cooper switches from wing to fullback with Drew Mitchell starting on the right wing.
Hooker Tatafu-Polota Nau was initially named in the starting line up but has subsequently pulled out with a hamstring injury and been replaced by Stephen Moore.
Polota-Nau may yet be included in the reserves.
There's two changes in the forward pack both forced by injury, with Brumbies prop Ben Alexander slotting in at tighthead for Sekope Kepu, while Michael Hooper replaces David Pocock at openside flank.