Bernard Foley makes a shock return to first-five for the Wallabies' crucial World Cup clash against Wales.
Wallabies coach Michael Cheika made four changes to his starting side ahead of the match at Tokyo Stadium on Sunday.
Will Genia and Foley will re-unite in the halves while Dane Haylett-Petty will wear the No 15 jersey as Kurtley Beale shifts to the bench.
The Wallabies' initial halves combination - Nic White and Christian Lealiifano - got the axe from the starting lineup, paying the price for poor performances in their shaky first-up win over Fiji.
Adam Ashley-Cooper replaces Reece Hodge on the right wing, in what will be the 35-year-old's 120th test match and his 18th Rugby World Cup game. Ashley-Cooper has started in all 17 of his previous World Cup games, spanning from 2007 to 2015, having won 13.
It's also a milestone match for centre James O'Connor, who will bring up his 50th test cap when he runs out against Wales, almost 11 years on from making his international debut against Italy on the 2008 Spring Tour.
The clash with Wales will also mark Australia's 50th Rugby World Cup game as they become just the second nation to achieve the feat behind New Zealand (51).
Australia last met Wales on the 2018 Spring Tour in Cardiff when the hosts dug deep for a gritty 9-6 win at Millennium Stadium.
The Wallabies and Wales have enjoyed some memorable battles at the Rugby World Cup, having met six times at rugby's showpiece (Australia W5, L1).
The Wallabies will next take on Uruguay in Oita on October 5 before shifting north again to Shizuoka for the final Pool D clash against Georgia the following weekend.
Wales named an unchanged team to the side that defeated Georgia 43-14 in their first game of the tournament.
Wallabies: Scott Sio, Tolu Latu, Allan Alaalatoa, Izack Rodda, Rory Arnold, David Pocock, Michael Hooper (c), Isi Naisarani, Will Genia, Bernard Foley, Marika Koroibete, Samu Kerevi, James O'Connor, Adam Ashley-Cooper, Dane Haylett- Petty; Reserves: Jordan Uelese, James Slipper, Sekope Kepu, Adam Coleman, Lukhan Salakaia-Loto, Nic White, Matt To'omua, Kurtley Beale.
Wales: L Williams; North, Jonathan Davies, Parkes, Adams; Biggar, G Davies; Wyn Jones, Owens, Francis, Ball, Alun Wyn Jones (C), Wainwright, Tipuric, Navidi. Reserves: Smith, Dee, Lewis, Shingler, Moriarty, T Williams, Patchell, Watkin.