Dunedin - The Wallabies on Thursday made three changes after their Rugby Championship trouncing for the return match with the All Blacks in Dunedin this weekend.
Dane Haylett-Petty returns from a bicep injury and replaces Western Force team-mate Curtis Rona on the left wing, while Tevita Kuridrani comes off the bench to oust outside-centre Samu Kerevi.
Coach Michael Cheika also brought in experienced lock Rob Simmons into his starting line-up at the expense of Rory Arnold, who drops to the reserves.
The Wallabies were smashed 54-34 in Sydney last weekend with the world champions New Zealand running in eight tries in their highest-ever score against the Australians.
The Wallabies will need to win in Dunedin on Saturday to keep the Bledisloe Cup series alive for a decider in Brisbane on October 21.
Victory for the All Blacks means they will retain the Bledisloe Cup, which they have held since 2003.
New Zealand have only lost once to the Wallabies in 12 encounters in Dunedin.
Cheika will confirm his bench after Friday's captain's run with Lopeti Timani bracketed alongside one-Test rookie Jack Dempsey.
15 Damian McKenzie; 14 Ben Smith, 13 Ryan Crotty, 12 Sonny Bill Williams, 11 Rieko Ioane; 10 Beauden Barrett, 9 Aaron Smith; 8 Kieran Read (captain), 7 Sam Cane, 6 Liam Squire; 5 Sam Whitelock, 4 Brodie Retallick; 3 Nepo Laulala, 2 Dane Coles, 1 Joe Moody
Substitutes: 16 Codie Taylor, 17 Kane Hames, 18 Ofa Tu'ungafasi, 19 Scott Barrett, 20 Ardie Savea, 21 TJ Perenara, 22 Lima Sopoaga, 23 Anton Lienert-Brown
15 Israel Folau, 14 Dane Haylett-Petty, 13 Tevita Kuridrani, 12 Kurtley Beale, 11 Henry Speight, 10 Bernard Foley, 9 Will Genia, 8 Sean McMahon, 7 Michael Hooper (captain), 6 Ned Hanigan, 5 Adam Coleman, 4 Rob Simmons, 3 Allan Alaalatoa, 2 Stephen Moore, 1 Scott Sio
Substitutes: 16 Tatafu Polota-Nau, 17 Tom Robertson, 18 Sekope Kepu, 19 Rory Arnold, 20 Lopeti Timani/Jack Dempsey, 21 Nick Phipps, 22 Reece Hodge, 23 Curtis Rona