The Wallabies will be without Bernard Foley, Will Genia and Karmichael Hunt for Saturday's historic international in Japan.
Australia and Japan are set to go head-to-head on Japanese soil for the first time but the Wallabies will take to the field in Yokohama in the absence of star trio Foley, Genia and Hunt.
Illness has forced Foley to the sidelines, while Genia suffered a minor calf injury in Australia's shock win over world champions New Zealand in Brisbane last month.
Hunt aggravated a neck injury on the flight to Tokyo on Tuesday, having sustained the problem during the Wallabies' final training session.
It has opened the door for Nick Phipps and Reece Hodge, who will start in the halves as Kurtley Beale shifts to full-back, while Samu Kerevi partners Tevita Kuridrani in the centres.
There could also be a Wallabies debut for lock Matt Philipp having been named on the bench by head coach Michael Cheika.
Australia: Kurtley Beale, Henry Speight, Tevita Kuridrani, Samu Kerevi, Marika Koroibete, Reece Hodge, Nick Phipps; Scott Sio, Tatafu Polota-Nau, Sekope Kepu, Rob Simmons, Adam Coleman, Ned Hanigan, Michael Hooper, Sean McMahon.
Replacements: Stephen Moore, Tom Robertson, Allan Alaalatoa, Matt Philip, Ben McCalman, Lopeti Timani, Joe Powell, Curtis Rona.