Midfielders Adam Ashley-Cooper and Christian Lealiifano have handed the hosts a huge boost after they overcame a shoulder problem and a head knock respectively to retain their places in the side.
Beale, who impressed with his general play but missed two late shots at goal at the Suncorp Stadium after coming on as a first-half replacement, starts at full back in place of Berrick Barnes. Barnes suffered a concussion just two minutes before half time in the opening rubber and was always expected to be unavailable for the second instalment of a mouth-watering series.
Beale's elevation to the starting XV caps a remarkable comeback for the 24-year-old after his hopes of playing any part against the Lions looked decidedly slim following a second suspension for off-field problems left him facing an indefinite spell on the sidelines as recently as last month. The versatile playmaker hadn't taken the field since May 2 before featuring for 42 minutes last weekend but he was strongly tipped for a starting berth even before Barnes was ruled out.
Tomane's inclusion was also widely expected after it was announced that Digby Ioane would play no further part in the series because of a shoulder injury. The former rugby league star takes Ioane's place on the left wing, where he will win just his second international cap.
The 23-year-old Brumbies back featured against Scotland in Newcastle this time last year but an ankle injury immediately curtailed his progress. A toe problem then ruled him out of contention for the first clash against the Lions but he now finally gets another chance to show that he is ready to make the step up to the Test scene.
Qantas Wallabies head coach Robbie Deans makes a further two changes to his bench, with Jesse Mogg handed a place in the matchday 23 for the first time. Mogg was in superb form when the Brumbies beat the Lions just over a week ago and could now make his Test bow after taking Beale's spot among the replacements.
Centre Rob Horne is the other alteration, with the Waratahs centre coming for Pat McCabe, who fractured his neck for a second time on Saturday.
Loose-head Ben Alexander becomes just the fourth Australian prop to win 50 Test caps, meaning that the Wallabies have named a front row in which all three members have hit a half century of appearances for the first time in their history.
Qantas Wallabies (v British & Irish Lions, Etihad Stadium, Saturday 8.05pm, 11.05am BST)
15. Kurtley Beale (Melbourne Rebels)
14. Israel Folau (NSW Waratahs)
13. Adam Ashley-Cooper (NSW Waratahs)
12. Christian Leali'ifano (Brumbies)
11. Joe Tomane (Brumbies)
10. James O'Connor (Melbourne Rebels)
9. Will Genia (Queensland Reds)
1. Benn Robinson (NSW Waratahs)
2. Stephen Moore (Brumbies)
3. Ben Alexander (Brumbies)
4. Kane Douglas (NSW Waratahs)
5. James Horwill (Queensland Reds, captain)
6. Ben Mowen (Brumbies)
7. Michael Hooper (Brumbies)
8. Wycliff Palu (NSW Waratahs)
16. Saia Fainga'a (Queensland Reds)
17. James Slipper (Queensland Reds)
18. Sekope Kepu (NSW Waratahs)
19. Rob Simmons (Queensland Reds)
20. Liam Gill (Queensland Reds)
21. Nick Phipps (Melbourne Rebels)
22. Rob Horne (NSW Waratahs)
23. Jesse Mogg (Brumbies)