Tokyo - Australia coach Michael Cheika brought in halfbacks Will Genia and Bernard Foley and dropped Kurtley Beale to the bench as he made four changes on Friday for the Rugby World Cup clash with Wales.
Dane Haylett-Petty starts in place of Beale at fullback and there was no room in the matchday 23 for Christian Lealiifano, Australia's starting flyhalf in the 39-21 win over Fiji.
Adam Ashley-Cooper comes in on the right wing to replace Reece Hodge, who was banned for three games for a high tackle, for what will be the 35-year-old's 120th Test.
James O'Connor, recently reintroduced to the side after a long absence with disciplinary problems, will earn his 50th cap when he lines up in midfield alongside Samu Kerevi.
The Wallabies pack is unchanged with David Pocock again forming the 'Pooper' back-row partnership with captain Michael Hooper for Sunday's Pool D game in Tokyo.
Australia were troubled by a physical Fiji in their opening game last weekend but they got a better grip on the game when Genia was introduced in the second half.
The Wallabies have a strong record against Wales although they were on the losing end last time they met, when a 9-6 reverse last November ended a decade-long winning streak.
Cheika said he was confident Foley could produce the goods at flyhalf.
"I obviously believe in him a lot, I've got a lot of history with him, and I think that he's trying to fight against the challenge that Christian (Lealiifano) has brought to him, and Matty Toomua as well," he said.
"That's great for the team that he realises 'Okay I've got to lift my standard, this guy's playing good footy and I'm getting my chance here'.
"At the World Cup you're not given anything, you've got to take everything. Here's an opportunity, go and take it. I'm sure he's in that mindset as well."
Cheika said he felt this was a "good combination" for this game and pointed to the strength on the bench, with the likes of Nic White, Kurtley Beale and James Slipper available as impact players.
The Australia coach, who said he would keep telling his players to tackle "low and middle", could not resist having another dig at World Rugby over Hodge's three-game ban, saying the winger had not yet decided whether to appeal.
"There is a bit of us versus everyone else," Cheika said. "So we are not going to let it derail us. We'll just suck it up and get focused on what's important, and that is the match on Sunday.
"We wanted no obstacles to derail us and we are not going to let them get to us. We'll just concentrate on our footy and do the best we can on Sunday for Australia."
15 Dane Haylett-Petty, 14 Adam Ashley-Cooper, 13 James O'Connor, 12 Samu Kerevi, 11 Marika Koroibete, 10 Bernard Foley, 9 Will Genia, 8 Isi Naisarani, 7 Michael Hooper (captain), 6 David Pocock, 5 Rory Arnold, 4 Izack Rodda, 3 Allan Alaalatoa, 2 Tolu Latu, 1 Scott Sio
Substitutes: 16 Jordan Uelese, 17 James Slipper, 18 Sekope Kepu, 19 Adam Coleman, 20 Lukhan Salakaia-Loto, 21 Nic White, 22 Matt Toomua, 23 Kurtley Beale
15 Liam Williams, 14 George North, 13 Jonathan Davies, 12 Hadleigh Parkes, 11 Josh Adams, 10 Dan Biggar, 9 Gareth Davies, 8 Josh Navidi, 7 Justin Tipuric, 6 Aaron Wainwright, 5 Alun Wyn Jones (captain), 4 Jake Ball, 3 Tomas Francis, 2 Ken Owens, 1 Wyn Jones
Substitutes: 16 Elliot Dee, 17 Nicky Smith, 18 Dillon Lewis, 19 Aaron Shingler, 20 Ross Moriarty, 21 Tomos Williams, 22 Rhys Patchell, 23 Owen Watkin