Quade Cooper returns for Australia in Saturday's second Bledisloe Cup Test against New Zealand but Kurtley Beale has paid the price for last week's loss.
Will Genia has been elevated to the captaincy, with Michael Hooper promoted to the run-on side.
Cooper has not played for the Wallabies since seriously injuring his knee in the third-place playoff against Wales at last year's World Cup, coincidentally at Eden Park where Saturday's Test will be played.
With Cooper returning at number 10 to link up with Genia, Berrick Barnes has been shifted to inside centre and Beale has been left out of the starting XV, while Adam Ashley-Cooper moves from wing to fullback to accommodate Drew Mitchell.
The Test will mark Mitchell's first run-on match since the World Cup after he was in the 22 last week in Sydney but not used.
Selectors have opted against finalising their bench because of an undisclosed injury concern, meaning 25 players will travel to Auckland before a final 22 is named, so Beale could yet be involved.
With flanker David Pocock sidelined after undergoing knee surgery earlier this week, selectors have turned to Genia to lead the team. He has done so once previously, against the United States at the World Cup.
Meanwhile the inclusion of prop Wyatt Crockett is the only change to the All Blacks side.
Crockett replaces Tony Woodcock who suffered a rib injury in Sydney last weekend.
Coach Steve Hansen said that while the All Blacks had been happy with their opening 27-19 win it was expected they would continue to seek an improvement in their performance, which they were also anticipating from Australia.
"Playing in front of our home crowd is always exciting for the All Blacks," Hansen said.
"The fans are important to us and getting the opportunity to play a home Test is one we cherish."
New Zealand team: Israel Dagg; Cory Jane, Ma'a Nonu, Sonny Bill Williams, Hosea Gear; Dan Carter, Aaron Smith; Wyatt Crockett, Keven Mealamu, Owen Franks, Luke Romano, Sam Whitelock, Liam Messam, Richie McCaw, Kieran Read.
Australia team: Adam Ashley-Cooper; Drew Mitchell, Rob Horne, Berrick Barnes, Digby Ioane; Quade Cooper, Will Genia; Benn Robinson, Stephen Moore, Ben Alexander, Sitaleki Timani, Nathan Sharpe, Dave Dennis, Michael Hooper, Scott Higginbotham.
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