Australia coach Michael Cheika has changed all but one of his starting XV for the Wallabies' second Rugby World Cup Pool A fixture against Uruguay in Birmingham on Sunday.
Loose-head prop Scott Sio is the only player to keep his place from Wednesday's win over Fiji as 14 new faces come into the side.
It is the most changes that Australia have ever made between successive World Cup matches.
Dean Mumm will captain the Wallabies for the first time as Stephen Moore drops to the bench.
Australia: Sio, Polota-Nau, Smith; Mumm, Skelton; McCalman, McMahon; Palu; Phipps, Cooper, Mitchell, Toomua, Speight, Tomane, Beale
Replacements: Moore, Kepu, Holmes, Douglas, Simmons, Genia, Foley, Kuridrani
