Joe Schmidt has been forced to ring the changes ahead of the opening Bledisloe Cup clash at Eden Park with Rob Valetini and Andrew Kellaway's injuries opening the door for Max Jorgensen and Lukhan Salakaia-Loto.
Calf strains to both players have severely dented the Wallabies hopes of storming the All Blacks' Eden Park fortress and ending their three decade long winless drought in Auckland.
Kellaway joins first choice fullback Tom Wright (knee) on the sideline giving 21-year-old Jorgensen his first opportunity to start at fullback for the Wallabies, while Salakaia-Loto will be determined to bring his strong form from his appearances with the Australia-New Zealand combined XV and First Nations Pasifika sides in his first start for the Wallabies this year.
The backline has seen plenty changes of their own with Tate McDermott elevated from the bench to the starting halfback role following Nic White's retirement. It will be his 50th appearance in the gold jersey after he made his debut against New Zealand in 2020. He'll partner former Reds' teammate James O'Connor -- who made a 50 hour round the world trip from Sydney to London to Auckland last week -- in the halves.
"It was always part of the plan," Schmidt said of O'Connor's trip. "He was going back to set his flat up, get his dog over there.
"He booked his dog to go over and his partner, so they stuck with that, and he got across there, caught up with Geoff (Leicester coach Geoff Parling) for a couple of days.
"It's probably not ideal that there was a bit of travel in that. "But it just allowed him to set himself up beyond these next two weeks, so he could be free and just focusing on what's immediately in front of us, which is a very big challenge."
Len Ikitau makes his return to the 23 after he sat out against the Pumas in Sydney for a leg gash he suffered in the Wallabies defeat to the Springboks in Cape Town. He'll partner Joseph-Aukuso Suaalii in the centres, while Harry Potter also makes his return to injury to join Corey Toole and Jorgensen in the back three.
Meanwhile, James Slipper will become the first player to represent the Wallabies in 150 Tests, starting at loosehead prop.
The 36-year-old made his international debut as a 21-year-old in 2010 against England and already holds the record for the most-capped prop in Test Rugby history. He will join Wales's Alun Wyn Jones and New Zealand's Sam Whitelock as just the third player to reach the milestone of 150 Tests.
"That's phenomenal in terms of Test match footy," Schmidt said. "It's incredible. And the thing I love about Slips is that he's still trying to get better. "He's still working on his game to add a little bit more value to the team as best he can, and he's a massive team man."
He'll be joined by hooker Billy Pollard and tighthead prop Taniela Tupou in the front row, while Salakaia-Loto lines up with Nick Frost in the second row, pushing Tom Hooper back to flanker alongside Fraser McReight and captain Harry Wilson in the back-row.
In a boost for the Wallabies, Allan Alaalatoa will make his long-awaited return from injury off the bench, joining Brandon Paenga-Amosa and Angus Bell, while Western Force duo Jeremy Williams and Carlo Tizzano round out the forward cover.
Ryan Lonergan has been named for his potential Test debut, with Tane Edmed the reserve fly-half and Filipo Daugunu aiming to emulate his impressive off-the-bench performance in Sydney which saw him score two late tries.
WALLABIES: Max Jorgensen, Harry Potter, Joseph-Aukuso Suaalii, Len Ikitau, Corey Toole, James O'Connor, Tate McDermott, Harry Wilson, Fraser McReight, Tom Hooper, Lukhan Salakaia-Loto, Nick Frost, Taniela Tupou, Billy Pollard, James Slipper.
Reserves: Brandon Paenga-Amosa, Angus Bell, Allan Alaalatoa, Jeremy Williams, Carlo Tizzano, Ryan Lonergan, Tane Edmed, Filipo Daugunu