George Smith has returned to Australia’s starting line-up, while Quade Cooper and Digby Ione start in midfield against England at Twickenham on Saturday.
Smith replaces David Pocock at openside flank, while Cooper and Ione play together for the first time, the latter replacing Adam Ashley-Cooper, who shifts to fullback.
Drew Mitchell fills the void left by Ione on the wing. James O’Connor and Ryan Cross drop to the bench after starting against Gloucester on Tuesday.
Australia - 15 Adam Ashley-Cooper, 14 Peter Hynes, 13 Digby Ioane, 12 Quade Cooper, 11 Drew Mitchell, 10 Matt Giteau, 9 Will Genia, 8 Wycliff Palu, 7 George Smith, 6 Rocky Elsom (c), 5 Mark Chisholm, 4 James Horwill, 3 Ben Alexander, 2 Stephen Moore, 1 Benn Robinson.
Subs: 16 Tatafu Polota Nau, 17 Matt Dunning, 18 Dean Mumm, 19 David Pocock, 20 Luke Burgess, 21 Ryan Cross, 22 James O’Connor.