Wallabies coach John Connolly has opted for a brand new front row as they look for revenge against England at the Telstra Stadium.
Tai McIsaac and Rodney Blake will make their Test debuts while Greg Holmes will be playing in only his fourth international.
Flanker Daniel Heenan also gets a chance to resurrect his Test career - he received his only cap against Wales in 2003.
"It's a team that's very much picked on form, but a number of positions are still unclear," Connolly said.
"Front row, hooker and the back row positions are very competitive but it's a great chance for the players who have been selected in those positions to put their hands up and show that they are capable of retaining those spots."
Australia team to face England at Telstra Stadium, Sydney on Sunday:
Chris Latham; Mark Gerrard, Stirling Mortlock, Mat Rogers, Lote Tuqiri; George Gregan (captain) Stephen Larkham; Greg Holmes, Tai McIsaac, Rodney Blake, Nathan Sharpe, Dan Vickerman, Daniel Heenan, George Smith, Rocky Elsom.
Replacements: Jeremy Paul, Al Baxter, Mark Chisholm, Phil Waugh, Josh Valentine, Clyde Rathbone, Cameron Shepherd.