The British and Irish Lions have named Tommy Bowe, Dan Lydiate and Ben Youngs in their starting XV for Saturday's second Test against Australia at the Etihad Stadium.
Bowe has recovered from hand surgery and displaces Alex Cuthbert on the right wing, while blindside flanker Lydiate and scrum-half Youngs have edged out Tom Croft and Mike Phillips respectively.
Mako Vunipola starts at loosehead prop in place of the injured Alex Corbisiero, who is out with a calf injury, and Geoff Parling fills the void left by Paul O'Connell's fractured arm.
Croft and Cuthbert drop to the bench, where they are joined by new arrivals to the 23 - Ryan Grant, Sean O'Brien and Conor Murray - but Phillips has been omitted from the squad altogether.
Lions head coach Warren Gatland admitted that while Phillips was struggling with a knee injury, he could have played in the second Test.
"Mike was fit and available but he's had problems with that knee. He hasn't been able to play a part in training and the decision was made to rest him," Gatland said.
Gatland has made five changes in total to the starting XV that defeated Australia 23-21 in Brisbane.
"Tommy is obviously a quality player and brings experience. He's a fantastic player for Ulster and Ireland. The medics have done a brilliant job with him," Gatland said.
"This is a do or die match for Australia so we've decided to add some physicality to the side. Croft and O'Brien can give us explosiveness off the bench.
"The fact we've made five changes shows how strong the squad is. One or two changes have been forced on us by injury."
Australia: K Beale (Melbourne Rebels); I Folau (New South Wales Waratahs), A Ashley-Cooper (New South Wales Waratahs), C Leali’ifano (Brumbies), J Tomane (Brumbies); J O’Connor (Melbourne Rebels), W Genia (Queensland Reds); B Robinson (New South Wales Waratahs), S Moore (Brumbies), B Alexander (Brumbies), K Douglas (New South Wales Waratahs), J Horwill (Queensland Reds, capt), B Mowen (Brumbies), M Hooper (Brumbies), W Palu (New South Wales Waratahs).
Replacements: S Fainga’a (Queensland Reds), J Slipper (Queensland Reds), S Kepu (New South Wales Waratahs), R Simmons (Queensland Reds), L Gill (Queensland Reds), N Phipps (Melbourne Rebels), R Horne (New South Wales Waratahs), J Mogg (Brumbies).
British and Irish Lions: L Halfpenny (Wales); T Bowe (Ireland), B O’Driscoll (Ireland), J Davies (Wales), G North (Wales); J Sexton (Ireland), B Youngs (England); M Vunipola (England), T Youngs (England), A Jones (Wales), A-W Jones (Wales), G Parling (England), D Lydiate (Wales), S Warburton (Wales, capt), J Heaslip (Ireland).
Replacements: R Hibbard (Wales), R Grant (Scotland), D Cole (England), T Croft (England), S O’Brien (Ireland), C Murray (Ireland), O Farrell (England), A Cuthbert (Wales).
Referee: Craig Joubert (South Africa).
Assistant referees: Chris Pollock (New Zealand) and Romain Poite (France).