Number eight Scott Fava and centre Matt Giteau have been brought into the Australia team for Saturday's Tri-Nations Test against South Africa.
Fava breaks past Dan Carter in the opening Tri-Nations game
Fava gets his first start for Australia with Rocky Elsom switched to blind-side flanker in place of Mark Chisholm.
Giteau was preferred to Mat Rogers at inside centre after recovering from knee and thumb injuries.
Hooker Jeremy Paul also returns for the injured Tai McIsaac, with winger Clyde Rathbone on the bench after injury.
Hooker Sean Hardman was also named on the replacements' bench, four years after his only Test appearance against France.
"Mat Rogers is unlucky to miss out, but we want to see what Giteau can bring," said Australia coach John Connolly.
Australia lost 32-12 to New Zealand in the first match of the 2006 Tri-Nations on Saturday, ending a run of three successive victories under Connolly's new coaching reign.
Meanwhile, flanker George Smith has reacted angrily to reports that South Africa players have been offering each other rewards for pulling out his trademark dreadlocks.
Springboks back-rower Joe van Niekerk was quoted in a South African newspaper saying a team-mate offered: "100 dollars to the man who came off the field with one of Smith's dreadlocks" during a 2004 Test in Perth.
"I definitely won't cop it sweet if it happens on the weekend," Smith told the Sydney Morning Herald. "If someone does pull my hair, I am going to react to it."
Australia: Latham; Gerrard, Mortlock, Giteau, Tuqiri; Larkham, Gregan; Holmes, Paul, Shepherdson; Sharpe, Vickerman; Elsom, Smith, Fava.
Replacements: Hardman, Baxter, Chisholm, Waugh, Cordingley, Rogers, Rathbone.
South Africa: Montgomery; Ndungane, Fourie, Olivier, Habana; van der Westhuyzen, Januarie; du Randt, Smit, van der Linde, Matfield; Rossouw, van Niekerk,
Replacements: Coetzee, Andrews, van der Berg, Cronje, du Preez, Bosman, Paulse.