Glasgow prop Ryan Grant will make his Scotland debut against Australia on Tuesday, while Edinburgh's Matt Scott makes a first international start.
Head coach Andy Robinson also includes two uncapped players on the bench, Tom Ryder and Tom Brown.
Grant joins a much-changed but fairly experiened pack, which includes captain Ross Ford at hooker.
David Pocock captains the Wallabies for the first time in a side that features five Test debutants.
Full-back Luke Morahan, centres Mike Harris and Joe Tomane, flanker Dave Dennis and prop Dan Palmer all win their first caps.
For the Scots, Mike Blair and Greig Laidlaw make up the half-back partnership they formed regularly at Edinburgh last season.
Ross Rennie's inclusion at blindside flanker means a positional switch for John Barclay, who moves to number eight.
Forwards Jon Welsh, Geoff Cross, Jim Hamilton and David Denton, and backs Max Evans and Graeme Morrison drop out of the team following the defeat by Italy in the final Six Nations encounter in March, with Denton injured and Evans on club duty.
Euan Murray, Alastair Kellock, Alasdair Strokosch and Joe Ansbro all return to the starting line-up.
Tim Visser is in Robinson's tour squad but the Dutch-born wing does not become eligible to play for Scotland until the second Test, against Fiji on 16 June.
"To hear my name on the timesheet was amazing but then followed the realisation that we've got to play Australia in Australia, the size of that test and how physical this game's going to be," Grant told BBC Scotland.
"Australia are one of the best teams in the world and they've gone from strength to strength in the last couple of years. Their pack especially, which will be my focus, their scrum's just got better and better.
""As well as nervous, I'm really excited to get out there. We're expecting a tough competition there but I don't think it's anything we can't handle."
Robinson feels Grant has earned his first cap.
"Ryan trained with us in the World Cup preparations and was very unlucky to miss out," said the coach.
"I think he has played so well for Glasgow this year and when Jon Welsh got that cap against Italy and did well, he went back to Glasgow but couldn't get that spot because Ryan Grant was playing so well.
"He's a very good tackler, his work-rate in the loose whether as a carrier or clearing rucks, I've been pleased with and his scrumaging is developing and improving all the time. He's had to work really hard to get this chance."
"It's a great opportunity for Matt Scott to build on the form that he showed with Edinburgh at the end of the season.
The match opens Scotland's three-Test tour of Australasia, with trips to Fiji and Samoa following later this month.
"We're playing against a very, very good side and we know that any space that we give them will be exploited.
"It's going to be a game where we've got to be concentrating fully for the whole 80 minutes. We've got to get our accuracy right, particularly in the tackle in the breakdown area.
"If we can achieve that, I'm confident the boys will perform well."
Australia head coach Robbie Deans has confidence in his debutants and new captain.
"Most of the players involved have either had plenty of previous background with us, or trained with us last week, so the combinations do have some history," he told the official Wallabies website.
"Dave [Pocock] has been an established leader within our frame work for some time. He's already led the Wallabies in a non-Test match [against the Barbarians] and has handled the job well in difficult circumstances with the Western Force this year."
Australia: Luke Morahan; Joe Tomane, Anthony Fainga'a, Mike Harris, Digby Ioane; Berrick Barnes, Will Genia; James Slipper, Stephen Moore, Dan Palmer, Sitaleki Timani, Nathan Sharpe, Dave Dennis, David Pocock, Scott Higginbotham.
Replacements: Saia Fainga'a, Ben Alexander, Rob Simmons, Michael Hooper, Nick Phipps, Pat McCabe, Adam Ashley Cooper.
Scotland: Stuart Hogg; Joe Ansbro, Nick De Luca, Matt Scott, Sean Lamont; Greig Laidlaw, Mike Blair; Ryan Grant, Ross Ford (capt), Euan Murray, Alastair Kellock, Richie Gray, Alasdair Strokosch, Ross Rennie, John Barclay.
Replacements: Scott Lawson, Jon Welsh, Tom Ryder, Richie Vernon, Chris Cusiter, Duncan Weir, Tom Brown.