Injuries and illness forced Australia coach Michael Cheika to reshuffle his backline Thursday ahead of Saturday's test against Japan at Nissan Stadium.
Bernard Foley, Karmichael Hunt and Will Genia were all slated to start Saturday's game, the first time the two nations have met in Japan.
But illness, neck and calf injuries, respectively, have forced the trio pull out with Nick Phipps and Reece Hodge starting at halfback, Kurtley Beale shifting to fullback and Samu Kerevi coming in to join Tevita Kuridrani in the centers.
While the backline shows plenty of changes from the one that started the recent 23-18 win over New Zealand in Brisbane, there is just one change in the pack with Ned Hanigan replacing the injured Jack Dempsey.
Sean McMahon, who is set to move to Suntory Sungoliath in the new year is named at No. 8, while former Panasonic Wild Knights back-row forward Ben McCalman will win his 50th cap if he comes off the bench.
Michael Hooper leads the side, which has plenty of experience with prop Sione Kepu winning his 88th cap, lock Rob Simmons his 79th, flanker Hooper his 76th and Beale his 68th.