The Wallabies coach Michael Cheika has made three changes to the second Bledisloe Cup Test side dumping centre Samu Kerevi and handing veteran lock Rob Simmons a surprise start.
Kerevi has paid the price for his poor defensive display in last week's 54-34 defeat to New Zealand and is out of the match squad altogether, with Tevita Kuridrani replacing him at outside centre.
Dane Haylett-Petty has recovered from the bicep injury that kept him out of the first Test and has been named on the left wing, with last week's debutant Curtis Rona dropping to the bench.
The only other change is an eyebrow-raising second-row swap, with Simmons to start alongside Adam Coleman, pushing Rory Arnold to the reserves.
It is an intriguing move from Cheika given Arnold's strong ball-running ability and the early success of his combination with Coleman.
Simmons, 28, was dropped twice last year by Cheika, including being sent back to play in the National Rugby Championship after the Wallabies were belted in the Bledisloe opener.
The 72-Test lock is coming off a lacklustre Super Rugby season and was recently released from his contract with the Queensland Reds, with coach Nick Stiles saying he lacked aggression.
Cheika will finalise his bench after Friday's captain's run in Dunedin, with Lopeti Timani and Jack Dempsey battling it out for the same loose forward spot.
Australia must win on Saturday to avoid a 15th consecutive Bledisloe Cup series defeat.
The last time they won in New Zealand was in Dunedin in 2001 at the now-defunct Carisbrook, but they have never won at Forsyth Barr Stadium.
WALLABIES: Israel Folau, Dane Haylett-Petty, Tevita Kuridrani, Kurtley Beale, Henry Speight, Bernard Foley, Will Genia, Sean McMahon, Michael Hooper (capt), Ned Hanigan, Adam Coleman, Rob Simmons, Allan Alaalatoa, Stephen Moore, Scott Sio. Reserves: Tatafu Polota-Nau, Tom Robertson, Sekope Kepu, Rory Arnold, Lopeti Timani/Jack Dempsey, Nick Phipps, Reece Hodge, Curtis Rona.