Milan - Italy coach Jacques Brunel made two changes to the side which suffered a 42-10 defeat to New Zealand ahead of Saturday's third and final November test against Australia in Florence.
Robert Barbieri returns to the back row, alongside captain Sergio Parisse and Alessandro Zanni with Simon Favaro returning to the bench.
South African-born Quintin Geldenhuys will replace Antonio Pavanello at lock to partner Francesco Minto in the scrum.
Brunel has retained the half-back pairing of Luciano Orquera and Edoardo Gori and made no other changes to the side which kept a tight rein on the All Blacks for the first hour in Rome last week.
Italy beat Tonga 28-23 in the first Test and despite a promising start against New Zealand - the hosts trailed just 13-7 at half-time - the Azzurri ran out of steam as the fitter All Blacks scored a late flurry of tries.
Brunel replaced Nick Mallett as coach of Italy last year and has made playing more open, expansive rugby his number one objective.
Italy, who are traditionally strong in the scrum and set-pieces, produced an encouraging first-half display last week but later in the match were left lamenting several try-scoring chances that went begging.
A similar performance will be expected against the Wallabies, although Brunel will be hoping his side can match the Aussies' verve and pace up until the final whistle.
Australia beat England 20-14 at Twickenham last week and coach Robbie Deans has made a total of four changes to that side for the Test in Florence.
Flanker Scott Higginbotham returns from a two-match ban, while scrumhalf Brett Sheehan will make his first Test start six years after his debut.
Drew Mitchell will swap roles with Digby Ioane, who returns to the bench after he returned from injury in a starting position at Twickenham, while Stephen Moore gains his first start since August, taking over from Tatafu Polota Nau.
15 Andrea Masi, 14 Giovambattista Venditti, 13 Tommaso Benvenuti, 12 Alberto Sgarbi, 11 Mirco Bergamasco, 10 Luciano Orquera, 9 Edoardo Gori, 8 Sergio Parisse (captain), 7 Robert Barbieri, 6 Alessandro Zanni, 5 Francesco Minto, 4 Quintin Geldenhuys, 3 Martin Castrogiovanni, 2 Leonardo Ghiraldini, 1 Andrea Lo Cicero
Substitutes: 16 Davide Giazzon, 17 Michele Rizzo, 18 Lorenzo Cittadini, 19 Antonio Pavanello, 20 Simone Favaro, 21 Manoa Vosawai, 22 Tobias Botes, 23 Luke McLean
15 Berrick Barnes, 14 Nick Cummins, 13
Adam Ashley-Cooper, 12 Ben Tapuai, 11 Drew Mitchell, 10 Kurtley Beale, 9
Brett Sheehan, 8 Wycliff Palu, 7 Michael Hooper, 6 Scott Higginbotham, 5
Nathan Sharpe (captain), 4 Sitaleki Timani, 3 Ben Alexander, 2 Stephen
Moore, 1 Benn Robinson
Substitutes: 16 Tatafu Polota Nau, 17
James Slipper, 18 Sekope Kepu, 19 Dave Dennis, 20 Liam Gill, 21 Nick
Phipps, 22 Mike Harris, 23 Digby Ioane