Coach Michael Cheika has made 14 changes to Australia's starting lineup for their match against Uruguay at Villa Park in Birmingham on Sunday.
Following the short four-day turnaround from their bruising opening encounter against Fiji last Wednesday, loosehead prop Scott Sio is the only survivor from the run-on XV.
With captain Stephen Moore and vice-captains Adam Ashley-Cooper and Michael Hooper all being rested, lock Dean Mumm will lead the side to become the first New Zealand-born player to skipper Australia in a test in the professional era.
Quade Cooper and Nick Phipps form a new halfback pairing, while Wycliff Palu, Sean McMahon and Ben McCalman are the loose trio.
Australia – 15 Kurtley Beale, 14 Joe Tomane, 13 Henry Speight, 12 Matt Toomua, 11 Drew Mitchell, 10 Quade Cooper, 9 Nick Phipps, 8 Wycliff Palu, 7 Sean McMahon, 6 Ben McCalman, 5 Will Skelton, 4 Dean Mumm (c), 3 Toby Smith, 2 Tatafu Polota-Nau, 1 Scott Sio.
Subs: 16 Stephen Moore, 17 Sekope Kepu, 18 Greg Holmes, 19 Kane Douglas, 20 Rob Simmons, 21 Will Genia, 22 Bernard Foley, 23 Tevita Kuridrani.
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