Larkham will be winning his 96th cap on Saturday
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Date: Saturday, 2 June
Kick-off: 1105 BST
Venue: Suncorp Stadium, Brisbane
Listen: Live on BBC Radio Wales, Radio Cymru & online
Australia fly-half Stephen Larkham has passed a late fitness test for the game against Wales in Brisbane on Saturday.
Larkham had been doubtful after the hamstring problem which kept him out of last Saturday's match had continued to cause concern for the Australians.
Larkham is one of five changes to the side that beat Wales last Saturday, with Digby Ioane handed his debut.
Lock Dan Vickerman, flanker George Smith and tight-head prop Benn Robinson also come in for the second Test.
Vickerman, who came off the bench in the 29-23 win in Sydney, makes his first start since shoulder reconstruction surgery.
Smith replaces Phil Waugh, while Matt Dunning makes way for Robinson.
The changes mean Matt Giteau retains his place at scrum-half, keeping world record Test cap holder George Gregan on the bench.
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There's no doubt we have to improve on last week's performance and we want to move on from that
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Larkham has been recalled to the side at the expense of Sam Norton-Knight, who drops out of the 22-man squad, but doubts still surround the recent Edinburgh Gunners signing.
Wales coach Gareth Jenkins said: "I don't know if he is out and we know there is not any clarity about his fitness yet. That's as much as we know about the situation."
Stirling Mortlock, who takes over the captaincy from the benched Waugh, stays at centre alongside Adam Ashley-Cooper.
Julian Huxley is retained at full-back, while Western Force star Ioane, 21, replaces Mark Gerrard on the wing, with Drew Mitchell continuing as the other wide man.
"There's no doubt we have to improve on last week's performance and we want to move on from that and produce a much more disciplined performance this Saturday," said Connolly.
"We've made a couple of changes in the forwards and backs, which we need to do to look at improving our depth and assessing different players prior to the World Cup.
"But we're also hoping to build on some of the combinations we used in the first Test."
Australia: Julian Huxley (ACT); Digby Ioane (WF), Stirling Mortlock (ACT, capt), Adam Ashley-Cooper (ACT), Drew Mitchell (WF); Stephen Larkham (ACT), Matt Giteau (WF); Benn Robinson (NSW), Stephen Moore (QLD), Guy Shepherdson (ACT), Nathan Sharpe (WF), Dan Vickerman (NSW), Rocky Elsom (NSW), George Smith (ACT), Wycliff Palu (NSW).
Replacements: Adam Freier (NSW), Matt Dunning (NSW), Mark Chisholm (ACT), Stephen Hoiles (ACT), Phil Waugh (NSW), George Gregan (ACT), Mark Gerrard (ACT).