George Smith was one of five players omitted from the Australia side to face South Africa when coach Robbie Deans named his starting line-up for Saturday's test in Johannesburg.
Deans significantly changed the team which beat the Springboks 27-15 in Durban last week with full-back Adam Ashley-Cooper, lock Hugh McMeniman, flanker Phil Waugh, hooker Tatafu Polota-Nau and centre Timana Tahu all set to start.
"It's because of the respect we have for them, and the enormity of the challenge we have in front of us trying to win back-to-back South African test matches, and in Johannesburg for the first time in so long, that we feel we need to bring in some fresh legs," Deans said.
"Last weekend took a lot out of our guys as it did some of theirs. We will need the impetus that the fresh legs we've included today will bring."
Tahu, a former rugby league international, wins his first start for the Wallabies, replacing the injured Berrick Barnes, while McMeniman takes the place of Daniel Vickerman who had been ruled out with a shoulder injury.
Ashley-Cooper has recovered from a broken hand, relegating Drew Mitchell to the bench, while Waugh replaces Smith on the side of the scrum and hooker Stephen Moore makes way for Polota-Nau.
"Saturday still has huge significance in terms of momentum in the Tri-Nations, but also as far as the development of our group as a whole is concerned," Deans said.
"By winning in Durban last weekend, we have presented ourselves with an opportunity to win back-to-back Test matches in South Africa which is not only rare in an Australian context, but also historically significant across the game in general."
Australia last won successive tests in South Africa in 1963 when they edged the Springbok 11-9 at the venue of Saturday's match - Ellis Park. It marks Australia's only win in nine attempts in Johannesburg.
New Zealand currently lead the standings with 14 points, Australia are second with 13 and South Africa third with five.
Regardless of the result on Saturday, the series will be decided by the outcome of the match between the All Blacks and Wallabies in Brisbane on September 13th.
Australia: 15-Adam Ashley-Cooper, 14-Peter Hynes, 13-Stirling Mortlock, 12-Timana Tahu, 11-Lote Tuqiri, 10-Matt Giteau, 9-Sam Cordingley, 8-Wycliff Palu, 7-Phil Waugh, 6-Rocky Elsom, 5-Hugh McMeniman, 4-James Horwill, 3-Matt Dunning, 2-Tatafu Polota-Nau, 1-Benn Robinson. Replacements: 16-Stephen Moore, 17-Al Baxter, 18-Dean Mumm, 19-George Smith, 20-Brett Sheehan, 21-Ryan Cross, 22-Drew Mitchell
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