Waratahs full-back Israel Folau has been ruled out of Saturday's showdown with the Reds at Suncorp Stadium with a thigh injury.
The Wallabies try-machine is suffering from a corked thigh and will be replaced by Cam Crawford, who makes his fourth start for the season.
The remainder of the backline is unchanged.
In the pack, Will Skelton has been recalled to the starting lineup at lock ahead of Jacques Potgieter, alongside Kane Douglas, while has held his spot at blindside flanker,.
Coach Michael Cheika has named a travelling bench with one to be omitted for the matchday 23.
If he takes to the field, the match will mark the NSW debut for 22-year-old West Harbour prop Michael Ala'alatoa. The former Samoan Under 20s player has been called into the squad in place of Paddy Ryan, who suffered an ankle injury in the win over the Highlanders.
Waratahs: 15 Cam Crawford, 14 Alofa Alofa, 13 Adam Ashley-Cooper, 12 Kurtley Beale, 11 Rob Horne, 10 Bernard Foley, 9 Nick Phipps, 8 Wycliff Palu, 7 Michael Hooper (c), 6 Stephen Hoiles , 5 Kane Douglas, 4 Will Skelton, 3 Sekope Kepu, 2 Tatafu Polota-Nau, 1 Benn Robinson.
Replacements (one to be omitted): 16 Tolu Latu, 17 Jeremy Tilse, 18 Michael Ala'alatoa, 19 Jacques Potgieter, 20 Mitchell Chapman, 21 Pat McCutcheon , 22 Brendan McKibbin, 23 Jono Lance, 24 Taqele Naiyaravoro
Date: Saturday, July 12
Venue: Suncorp Stadium
Kick-off: 19.40 local (09.40 GMT)
Referee: Mike Fraser