Outside back Luke Morahan and forwards Ben McCalman and Toby Smith will be new faces on the Wallabies bench for Saturday's must-win second rugby Test against England.
The trio had their spots confirmed on Friday when coach Michael Cheika trimmed his extended bench, cutting forwards James Horwill, Liam Gill and Wycliff Palu.
It leaves Australia with a 5-3 split of forwards and backs on the bench, after they went into the 39-28 first Test loss in Brisbane with a 6-2 split.
Morahan has not played at international level since his 2012 debut against Scotland, while Rebels prop Smith takes the place of axed front-rower Scott Sio.
Veteran lock Horwill came off the bench in the Cook Cup series opener but Cheika decided to go with Dean Mumm as his only second-row back-up for the AAMI Park match.
McCalman will suit up for his 48th Test and looms as the powerful late option off the bench after Cheika earlier opted for the smaller, faster Sean McMahon as his starting No.8 to replace the injured David Pocock.
England coach Eddie Jones has gone with a 6-2 bench split, a pointer to the kind of physical, confrontational response the tourists are expecting from the Wallabies.
Australia's option of six bench forwards in the Brisbane Test backfired somewhat when winger Rob Horne went off with concussion in the first half, forcing a major backline reshuffle with no regular outside back option available.
England has never won a Test series in Australia and will create history by doing so if they win at AAMI Park on Saturday.
Wallabies: Israel Folau, Dane Haylett-Petty, Tevita Kuridrani, Samu Kerevi, Rob Horne, Bernard Foley, Nick Phipps, Sean McMahon, Michael Hooper, Scott Fardy, Rory Arnold, Sam Carter, Sekope Kepu, Stephen Moore (capt), James Slipper. Res: Tatafu Polota-Nau, Toby Smith, Greg Holmes, Dean Mumm, Ben McCalman, Nick Frisby, Christian Lealiifano, Luke Morahan.