Australia have lost two key players for Saturday's deciding third Test against the Lions at Stadium Australia in Sydney.
Fly-half Stephen Larkham has been ruled out with a shoulder injury and David Giffin suffered a hamstring strain during training yesterday.
Elton Flatley will take over the number ten shirt, while Giffin's injury paves the way for Brumbies team-mate Justin Harrison to make his Test debut.
Larkham said: "It's quite frustrating and they're not sure how long it's going to be."
Wallabies coach Rod Macqueen was disappointed to lose Larkham, but has plenty of confidence in his replacement Flatley.
"He's a great player, he's a player of the future and I think he'll do a good job," said Macqueen.
Brumbies centre James Holbeck fills the vacancy on the bench after Flatley's call-up.
The Australia team is: N Stiles, M Foley, R Moore, J Harrison, J Eales (captain), O Finegan, G Smith, T Kefu, G Gregan, E Flatley, J Roff, N Grey, D Herbert, A Walker, M Burke.
Replacements: B Cannon, B Darwin, M Cockbain, D Lyons, C Whitaker, J Holbeck, C Latham.