Wallabies coach Michael Cheika has unveiled a makeshift all-Melbourne Rebels back three to face the All Blacks at Eden Park as they try to keep the Bledisloe Cup series alive.
Israel Folau's ankle injury has prompted Cheika to shift Dane Haylett-Petty from wing to fullback and introduce winger Jack Maddocks for his first Test start.
There are four changes in total from the team that lost 38-13 in Sydney last week.
Two of those come at prop in response to a back-pedalling scrum.
Scott Sio returns from injury to replace Tom Robertson on the loosehead side while, in a minor surprise, Brumbies prop Allan Alaalatoa is at tighthead in place of the experienced Sekope Kepu.
Waratahs pair Robertson and Kepu drop to the bench, pushing Sydney debutant Jermaine Ainsley out completely. Taniela Tupou was omitted once again because of injury.
There are two potential debutants on the bench - Brumbies pair Folau Faingaa (hooker) and Tom Banks (outside backs).
Reserve hooker Tolu Latu has paid the price for the lineout disaster last week but Cheika has kept faith with starting hooker Tatafu Polota-Nau and locks Adam Coleman and Izack Rodda.
There are five Rebels in the starting backline, including 21-year-old Maddocks, who scored a try on debut last week.
Haylett-Petty has played all 22 of his Tests on the wing but said he is most comfortable at fullback, where he has played most of his rugby.
WALLABIES: Dane Haylett-Petty, Jack Maddocks, Reece Hodge, Kurtley Beale, Marika Koroibete, Bernard Foley, Will Genia, David Pocock, Michael Hooper (capt), Lukhan Tui, Adam Coleman, Izack Rodda, Allan Alaalatoa, Tatafu Polota-Nau, Scott Sio. Reserves: Folau Faingaa, Tom Robertson, Sekope Kepu, Rob Simmons, Pete Samu, Nick Phipps, Matt Toomua, Tom Banks.