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Teddingto - Key players David Pocock and Israel Folau handed Australia a double blow on Friday as both failed to prove their fitness and will miss the World Cup quarter-final with Scotland on Sunday.
Pocock, whose conversion to No 8 from flanker has been a roaring success, has been struggling with a calf injury suffered during the 15-6 Pool A victory over Wales last Saturday.
Fullback Folau struggled through the Wales game with a painful ankle, a knock he had picked up in the 33-13 whipping of hosts England a fortnight ago, and sees him miss his first Test for the Wallabies since he made his debut in 2013.
Both Pocock and Folau had not trained all week - they had just done some running on Thursday - and coach Michael Cheika had delayed naming his team on Friday morning to see how they went in another running session pre-training.
Pocock has been replaced by Ben McCalman with Kurtley Beale coming in at fullback for Folau.
In other changes from the Wales starting line-up, lock Rob Simmons replaces Dean Mumm, who was sent to the sin bin in the Welsh match along with Will Genia, leaving their side two men down, and flanker Michael Hooper returns after serving a one week ban.
Sean McMahon drops to the bench after ably standing in for Hooper.
Sunday's game will also be a landmark for centre Matt Giteau and captain Stephen Moore as both reach the century mark in terms of Test caps, taking the total to eight Wallabies who have achieved that feat.
Adam Ashley-Cooper, who will become the third most capped Wallaby on Sunday with 112, said he could recall the moment he became a centurion.
"It's a special achievement, it really is," he told reporters early on Friday.
"I remember my 100th, it was a special week and the guys got around me and made it a memorable one. But we didn't get the result and that's something I can't get back.
"Early in the week, Michael asked the boys to stand up and asked them how they were going to approach the week, and both said how proud they were to represent their country for a 100th time, but they were more interested in team success.
"Both have experienced individual success and team success and they know which one feels better. And that was a really good message for the team."
Teams:
Australia
15 Kurtley Beale, 14 Adam Ashley-Cooper, 13 Tevita Kuridrani, 12 Matt Giteau, 11 Drew Mitchell, 10 Bernard Foley, 9 Will Genia, 8 Ben McCalman, 7 Sean McMahon, 6 Scott Fardy, 5 Rob Simmons, 4 Kane Douglas, 3 Sekope Kepu, 2 Stephen Moore (c), Scott Sio.
Replacements: 16 Tatafu Polota-Nau, 17 James Slipper, 18 Greg Holmes, 19 Dean Mumm, 20 Sean McMahon, 21 Nick Phipps, 22 Matt Toomua, 23 Quade Cooper
Scotland:
15 Stuart Hogg, 14 Sean Maitland, 13 Mark Bennett, 12 Peter Horne, 11 Tommy Seymour, 10 Finn Russell, 9 Greig Laidlaw (captain), 8 David Denton, 7 John Hardie, 6 Blair Cowan, 5 Richie Gray, 4 Tim Swinson, 3 WP Nel, 2 Fraser Brown, 1 Alasdair Dickinson
Replacements: 16 Kevin Bryce, 17 Gordon Reid, 18 Jon Welsh, 19 Alasdair Strokosch, 20 Josh Strauss, 21 Henry Pyrgos, 22 Richie Vernon, 23 Sean Lamont
