The Wallabies' initial halves combination - Nic White and Christian Lealiifano - got the axe from the starting lineup, paying the price for poor performances in their shaky first-up win over Fiji.
Adam Ashley-Cooper replaces Reece Hodge on the right wing, in what will be the 35-year-old's 120th test match and his 18th Rugby World Cup game. Ashley-Cooper has started in all 17 of his previous World Cup games, spanning from 2007 to 2015, having won 13.
It's also a milestone match for centre James O'Connor, who will bring up his 50th test cap when he runs out against Wales, almost 11 years on from making his international debut against Italy on the 2008 Spring Tour.
The clash with Wales will also mark Australia's 50th Rugby World Cup game as they become just the second nation to achieve the feat behind New Zealand (51).
Australia last met Wales on the 2018 Spring Tour in Cardiff when the hosts dug deep for a gritty 9-6 win at Millennium Stadium.
The Wallabies and Wales have enjoyed some memorable battles at the Rugby World Cup, having met six times at rugby's showpiece (Australia W5, L1).
The Wallabies will next take on Uruguay in Oita on October 5 before shifting north again to Shizuoka for the final Pool D clash against Georgia the following weekend.
Wales named an unchanged team to the side that defeated Georgia 43-14 in their first game of the tournament.
Match details: Sunday 29 September, 8:45pm, Tokyo Stadium, Tokyo.
Referee: Romain Poite (France)
Squads
Australia
15. Dane Haylett-Petty, 14. Adam Ashley-Cooper, 13. James O'Connor, 12. Samu Kerevi, 11. Marika Koroibete, 10. Bernard Foley, 9. Will Genia, 8. Isi Naisarani, 7. Michael Hooper (c), 6. David Pocock, 5. Rory Arnold, 4. Izack Rodda, 3. Allan Alaalatoa, 2. Tolu Latu,
1. Scott Sio
Reserves:
16. Jordan Uelese, 17. James Slipper, 18. Sekope Kepu, 19. Adam Coleman, 20. Lukhan Salakaia-Loto, 21. Nicholas White, 22. Matt To'omua, 23. Kurtley Beale
Wales
15. Liam Williams, 14. George North, 13. Jonathan Davies, 12. Hadleigh Parkes, 11. Josh Adams, 10. Dan Biggar, 9. Gareth Davies, 8. Josh Navidi, 7. Justin Tipuric, 6. Aaron Wainwright, 5. Alun Wyn Jones (c), 4. Jake Ball, 3. Tom Francis, 2. Ken Owens, 1. Wyn Jones.
Reserves:
16. Elliot Dee, 17. Nicky Smith, 18. Dillon Lewis, 19. Aaron Shingler, 20. Ross Moriarty, 21. Tomos Williams, 22. Rhys Patchell, 23. Owen Watkin
How to watch:
The Herald will have live updates of the match from 8.30pm. Spark Sport coverage starts at 8:15pm. Kickoff is at 8:45pm.
Head-to-head:
Played: Australia and Wales have played each other 42 times, with the Wallabies having the upper hand with 30 wins.
Last match: Wales won 9-6 in November 2018.
Prediction: Wales by 6.
Group standings
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