Brisbane - French coach Philippe Saint-Andre announced 10 changes including the return of inspirational skipper Thierry Dusautoir on Wednesday to try to save the series against Australia after a hammering in the first Test.
France lost 50-23 in Brisbane last week and Saint-Andre said he expected a lot more in Melbourne on Saturday, speaking even of being "ashamed".
"We were all ashamed, whether it was the staff or the players," he admitted.
"Going down by 27 points is never pleasant. There have been talks, videos, recovery because that game left physical and mental scars.
"We have prepared ourselves for a big game, a big fight."
"When you ship as many points as we did and put in such a bad performance it's normal to have some turnover in the group," Saint-Andre said.
Dusautoir will have the support of his Toulouse colleague Yannick Nyanga in the back row as France look to challenge Australia's dominance.
"Thierry (Dusautoir) will bring us an enormous amount of experience, stability and fighting spirit to the group," the coach added.
Among the best flankers in the world, Dusautoir won the 2011 player of the year award for an inspirational display in Les Bleus' 8-7 World Cup final loss to the All Blacks, but he has struggled to reach full fitness after a bicep injury.
Damien Chouly, one of France's few real competitors last week, keeps the number eight jersey.
Half-backs Maxime Machenaud and Frederic Michalak who laboured in Brisbane last Saturday, have been replaced by the more mobile Morgan Parra and Remi Tales who played together in last year's November Tests.
As expected powerhouse Mathieu Bastareaud starts in the centres alongside Wesley Fofana while Brice Dulin will be at fullback and Maxime Medard winger.
Perhaps the biggest surprise is the inclusion of loosehead prop Alexandre Menini for his first cap at the age of 31, due reward for a fine late season at French giants Toulon.
Six forwards including hooker Brice Mach and the powerful backrower Louis Picamoles are among the replacements.
"We have a quality bench with experience in the forwards who will offer a strong finish to the game," Saint-Andre added.
"We decided to put six forwards on the bench because we had so much trouble defensively in moving around in the second half."
The final Test takes place in Sydney on June 21.
15 Israel Folau, 14 Adam Ashley-Cooper, 13 Tevita Kuridrani, 12 Matt Toomua, 11 Nick Cummins, 10 Bernard Foley, 9 Nic White, 8 Ben McCalman, 7 Michael Hooper (captain), 6 Scott Fardy, 5 James Horwill, 4 Rob Simmons, 3 Sekope Kepu, 2 Tatafu Polota-Nau, 1 James Slipper
Substitutes: 16 Nathan Charles, 17 Pek Cowan, 18 Laurie Weeks, 19 Luke Jones, 20 Scott Higginbotham, 21 Nick Phipps, 22 Kurtley Beale, 23 Pat McCabe
15 Brice Dulin, 14 Yoann Huget, 13 Mathieu Bastareaud, 12 Wesley Fofana, 11 Maxime Medard, 10 Remi Tales, 9 Morgan Parra, 8 Damien Chouly, 7 Thierry Dusautoir (captain), 6 Yannick Nyanga, 5 Yoann Maestri, 4 Alexandre Flanquart, 3 Rabah Slimani, 2 Guilhem Guirado, 1 Alexandre Menini.
Substitutes: 16 Brice Mach, 17 Thomas Domingo, 18 Nicolas Mas, 19 Bernard Le Roux, 20 Louis Picamoles, 21 Antoine Burban, 22 Frederic Michalak, 23 Remi Lamerat