Australia coach Ewen McKenzie has named Kurtley Beale at 10 ahead of Bernard Foley for Saturday's Rugby Championship opener in Sydney.
The shock call sees Beale line-up alongside scrum-half Nic White, with Matt Toomua and Adam Ashley-Cooper retained as the centres.
Pat McCabe and Rob Horne will be the Wallaby wings either side of Israel Folau as Australia look to inflict defeat on the All Blacks at ANZ Stadium.
The two remaining changes in the XV see hooker Nathan Charles replace the injured Tatafu Polota-Nau and the return at lock of Sam Carter, who earned his international debut in the opening Test against France in June before an ankle injury ruled him out of the remainder of the series.
"There were a number of extremely tough selection decisions, especially after the way the team performed against France, however we're confident we've come up with the best squad possible to win on Saturday night," McKenzie said.
"In the end, we've got a very similar group of players to those who got the job done against France, we've just modified some roles slightly to suit how we want to play the game."
McKenzie added that the selection at fly-half was one of the toughest to make.
"Bernard hasn't put a foot wrong since we chose him in June, but Kurtley has really stepped up his game over the past few months and he's consistently been one of the Waratahs best players every week," he said.
"He'll bring some additional x-factor to our game. We feel that will suit our two-playmaker framework and ensure we have the right balance in those positions along with Matt Toomua.
"Kurtley's also an experienced guy who has played 42 Tests, so he will enjoy the added responsibility of wearing the number 10 jersey.
"He's got a proven track record at the position at a provincial and Test level, and he has been involved in a number of important wins at fly-half for Australia over the years.
"Shifting Adam from the wing to the centres has been for much the same reason - he's been in outstanding form for the Waratahs and was a real point of difference for them at the back-end of the Super Rugby season.
"Adam's never let Australia down no matter what position he plays and we know he'll enjoy the move to a position where he has had a lot of experience at during his career."
Australia: 15 Israel Folau, 14 Pat McCabe, 13 Adam Ashley-Cooper, 12 Matt Toomua, 11 Rob Horne, 10 Kurtley Beale, 9 Nic White, 8 Wycliff Palu, 7 Michael Hooper (c), 6 Scott Fardy, 5 Rob Simmons, 4 Sam Carter, 3 Sekope Kepu, 2 Nathan Charles, 1 James Slipper.
Replacements (one to be omitted): 16 James Hanson, 17 Pek Cowan, 18 Ben Alexander, 19 Will Skelton, 20 Ben McCalman, 21 Scott Higginbotham, 22 Nick Phipps, 23 Bernard Foley, 24 Tevita Kuridrani.
Date: Saturday, August 16
Kick-off: 20:05 local (11:05 BST, 10:05 GMT)
Venue: ANZ Stadium, Sydney
Referee: Jaco Peyper
Assistant Referees: Romain Poite, Stuart Berry
TMO: Shaun Veldsman