Wallabies coach Robbie Deans has made eight changes to the starting team that lost to Scotland for this week's match against Six Nations champions Wales.
Five new forwards and three new backs feature in the starting combination, which was beaten 6-96 by Scotland midweek in Newcastle.
Changes to the pack are all an Waratahs front row while Reds second rower Rob Simmons is reinstated for the injured Sitaleki Timani, after he came off the bench in Newcastle.
Loosehead prop Benn Robinson makes his first appearance since the record breaking 59-16 win over France in 2010 as he missed last year's internationals due to a knee injury.
Robinson's fellow prop Sekope Kepu retuns after an injury (eye) enforced break while Tatafu Polota Nau is named at hooker.
The other change to the forward pack is the Wycliff Palu returns at No 8 for what will be his third Test outing since 2009 due to a run of injuries.
With Palu returning Reds loose forward Scott Higginbotham moves from No 8 to the blindside flank.
In the backs Adam Ashley-Cooper comes in for Luke Morahan at fullback while Rob Horne starts at centre moving Anthony Fainga'a to the bench, while Pat McCabe also returns to the midfield, taking over from Mike Harris.
The Wallabies have won eight of the nine Tests played between the two sides on Australian soil with the sole Welsh victory coming when Wales won 19-16 at Sydney in 1969.
There could be a late change to one of the wings as Joe Tomane is reported to have injured his ankle in training and Rebels winger Cooper Vuna has been running in his place while Tomane has a scan.
Adam Ashley-Cooper ,Joe Tomane , Rob Horne, Pat McCabe , Digby Ioane , Berrick Barnes , Will Genia , Wycliff Palu , David Pocock (capt), Scott Higginbotham , Nathan Sharpe , Rob Simmons , Sekope Kepu , Tatafu Polota-Nau , Benn Robinson
Replacements: Stephen Moore , Ben Alexander , Dave Dennis , Michael Hooper , Nic White , Anthony Fainga'a , Mike Harris