Under-fire Australia captain George Gregan has kept his place for Saturday's Cook Cup clash with England, but high-profile team-mate Wendell Sailor was not so fortunate.
Head coach Eddie Jones has made five changes from last week's 26-16 defeat to France as the Wallabies attempt to end a six-game losing streak, their worst run of results since 1969.
Former rugby league ace Mat Rogers returns from the wing to fly-half and, with Morgan Turinui and Lote Tuqiri preferred in the centres, Matt Giteau slips to the bench.
Queensland's Drew Mitchell takes Rogers' spot on the left wing after making a sparkling impact off the bench in Marseille while ACT Brumbies flyer Mark Gerrard is preferred to Sailor, who drops out of the squad.
In the pack, 22-year-old Queensland lock Hugh McMeniman makes his first Test start after replacing Mark Chisholm, while John Roe comes in at blind-side flanker for Rocky Elsom.
Jones has presided over the Wallabies' worst form slump in 36 years but insists the changes are not a panic move.
Jones said: "Mat Rogers deserves another opportunity to start at fly-half after a good performance against New Zealand and then finishing the game there last week.
"With Rogers at 10 and Morgan Turinui at inside centre, Matt Giteau will give us plenty off the bench.
"With Wendell Sailor we feel with Gerrard's kicking game he gives us more flexibility on the right wing."
Australia are without a number of established names with Stephen Larkham, Clyde Rathbone, Elton Flatley, Dan Vickerman, David Lyons, Bill Young and Jeremy Paul all missing the tour through injury.
Australia team to play England at Twickenham on Saturday:
C Latham (Queensland); M Gerrard (ACT), L Tuqiri (NSW), M Turinui (NSW), D Mitchell (Queensland; M Rogers (NSW), G Gregan (ACT, capt); M Dunning (NSW), B Cannon (WA), A Baxter (NSW), N Sharpe (WA), H McMeniman (Queensland), J Roe (Queensland), P Waugh (NSW), G Smith (ACT).
Replacements: T Polata-Nau (NSW), G Holmes (Queensland), M Chisholm (ACT), S Fava (WA), C Whitaker (NSW), M Giteau (ACT), L Johannson (Queensland).