Australia coach Robbie Deans has made nine changes for the first Test against Wales on Saturday after Tuesday's 9-6 defeat by Scotland.
There are five newcomers in the pack, including an all-new Waratahs front row, and four more behind the scrum.
Loose-head prop Benn Robinson returns to the Test arena after an 18-month absence and fit-again Wycliff Palu gets the nod at number eight in Brisbane.
Cooper Vuna gets a chance at wing after Joe Tomane rolled his ankle training.
Melbourne Rebels' Vuna is a convert from rugby league and now gets his opportunity to make his debut for Australia.
In an additional positional change, Scott Higginbotham makes a positional shift across the back row to six.
Robinson, who missed the last international season with injury, returns in a new front row alongside his New South Wales team-mates Tatafu Polota-Nau, who starts at hooker, and Sekope Kepu.
Rob Simmons replaces the injured Sitaleki Timani in the second row.
Despite the last-gasp defeat in atrocious conditions in Newcastle on Tuesday, Berrick Barnes retains the fly-half berth left vacant by injuries to James O'Connor, Kurtley Beale and Quade Cooper.
The versatile Adam Ashley-Cooper returns to the starting side at full-back and Pat McCabe steps up from the bench to replace Mike Harris at inside centre and form a midfield partnership with Rob Horne, with the hard-tackling Anthony Fainga'a relegated to the replacements.
Open-side flanker David Pocock has again been named captain in place of lock James Horwill, who was ruled out for the three-Test series against Wales with a hamstring injury.
Harris, who also made his debut on Tuesday, was named among the replacements and Barnes will take up kicking duties for the Tri-Nations champions.
The series opens at the Suncorp Stadium on Saturday before Tests on the following weekends in Melbourne and Sydney, while Wales also face a midweek game against the Brumbies in Canberra on Tuesday.
Wales have only beaten Australia twice on foreign soil, a 19-16 win in Sydney in 1969 and a 22-21 win in Rotorua in a 1987 World Cup third-place play-off.
And since the 1969 victory, Wales have lost eight successive Tests against the Wallabies in Australia during visits in 1978, 1991, 1996, 2003 and 2007.
In addition Wales have not beaten a Tri-Nations team for 11 games, since defeating the Wallabies 21-18 in Cardiff in November 2008.
Australia: Adam Ashley-Cooper (NSW); Cooper Vuna (Melbourne Rebels), Rob Horne (NSW), Pat McCabe (ACT), Digby Ioane (Queensland); Berrick Barnes (NSW), Will Genia (Queensland); Benn Robinson (NSW), Tatafu Polota-Nau (NSW), Sekope Kepu (NSW), Rob Simmons (Queensland), Nathan Sharpe (Western Force), Scott Higginbotham (Queensland), David Pocock (Western Force, capt), Wycliff Palu (NSW).
Replacements: Stephen Moore (ACT), Ben Alexander (ACT), Dave Dennis (NSW), Michael Hooper (ACT), Nic White (ACT), Anthony Fainga'a (Queensland), Mike Harris (Queensland).
Wales: Leigh Halfpenny (Blues); Alex Cuthbert (Blues), Jonathan Davies (Scarlets), Scott Williams (Scarlets), George North (Scarlets); Rhys Priestland (Scarlets), Mike Phillips (Bayonne); Gethin Jenkins (Toulon), Ken Owens (Scarlets), Adam Jones (Ospreys), Bradley Davies (Blues), Luke Charteris (Perpignan), Dan Lydiate (Dragons), Sam Warburton (Blues, capt), Toby Faletau (Dragons).
Replacements: Matthew Rees (Scarlets), Paul James (Bath), Alun Wyn Jones (Ospreys), Ryan Jones (Ospreys), Lloyd Williams (Blues), James Hook (Perpignan), Ashley Beck (Ospreys).