Israel Folau will start at outside centre, while a groin injury has forced lock Adam Coleman out of the Wallabies' Bledisloe Cup Test against the All Blacks on Saturday in Yokohama.
Wallabies coach Michael Cheika has named Sefa Naivalu on the wing to accommodate Folau's switch to the centres for the first time in his 70-Test career after regular No.13 Reece Hodge broke an ankle at training last week.
Rob Simmons will partner Izack Rodda in the second row in Coleman's absence.
Veteran Sekope Kepu is in line to play his 100th Test after being named on the bench and will become the first prop in Wallabies Test history - and ninth overall - to reach the century mark should he run on at Nissan Stadium.
Kepu is joined on the bench by back-rower Jack Dempsey, who hasn't featured at Test level since his man-of-the-match display in last year's third Bledisloe Cup fixture last year because of a hamstring injury.
Samu Kerevi is also set to make his Test return after nearly four months out with a biceps injury suffered in the final game against Ireland in Sydney in June.
Wallabies: Dane Haylett-Petty, Sefa Naivalu, Israel Folau, Kurtley Beale, Marika Koroibete, Bernard Foley, Will Genia, David Pocock, Michael Hooper (capt), Ned Hanigan, Rob Simmons, Izack Rodda, Allan Alaalatoa , Folau Faingaa, Scott Sio. Replacements: Tolu Latu, Sekope Kepu, Taniela Tupou, Rory Arnold, Jack Dempsey, Pete Samu, Nick Phipps, Samu Kerevi, Tom Banks (one to be omitted)