Australia rugby coach Robbie Deans has made four changes in his team to face England at Twickenham on Saturday in the wake of last week's 33-6 thrashing by France.
Fullback Berrick Barnes and winger Digby Ioane return in place of Mike Harris and Pat McCabe, while lock Sitaleki Timani and tighthead prop Ben Alexander come in for Kane Douglas and Sekope Kepu up front.
McCabe and Douglas were ruled out through injury while Harris and Kepu were named among the replacements.
Key flanker David Pocock was unavailable with a calf strain, as was lock Rob Simmons following his eight-week ban for a tip tackle in the France match.
Ioane, Timani and Alexander all missed that game through injury while Barnes played the last quarter off the bench.
"The key focus has been to take the meaning from it and put that learning into practice for this week both through our preparation and then on to the game itself," Deans said of the French defeat in a statement on Thursday.
"There aren't too many challenges in test rugby greater than playing England at Twickenham. We are playing an England side that has been building up under its new leadership and will see Saturday as the chance to lay down a marker for the future. They will be excited by the opportunities they saw out of our performance last weekend.
"But it goes both ways. Saturday is a significant opportunity for us as a group as well. It's going to be a great occasion and one that the whole group is looking forward to."
Only five of Saturday's starting XV - Kurtley Beale, Adam Ashley-Cooper, Nathan Sharpe, Alexander and Benn Robinson - featured when Australia last played at Twickenham three years ago, when England triumphed 35-18.
England will name their team later on Thursday with the return of winger Chris Ashton likely to be the only change from the side which hammered Fiji 54-12 last week.
Australia team to play England:
Berrick Barnes, Digby Ioane, Adam Ashley-Cooper, Ben Tapuai, Nick Cummins, Kurtley Beale, Nick Phipps; Wycliff Palu, Michael Hooper, Dave Dennis, Nathan Sharpe (captain), Sitaleki Timani, Ben Alexander, Tatafu Polota Nau, Benn Robinson.
Replacements: Stephen Moore, James Slipper, Sekope Kepu, Radike Samo, Liam Gill, Brett Sheehan, Mike Harris, Drew Mitchell.