Wallabies prop Allan Alaalatoa has re-gained the captaincy as Joe Schmidt revamps his side for Monday's (AEDT) Test against Wales.
Alaalatoa returns to the starting side in place of Taniela Tupou, one of six changes to the starting side from the thrilling win over England.
Watch every game of the Wallabies Spring Tour live and exclusive on Stan Sport.
The Brumby takes the captaincy with Harry Wilson (concussion) ruled out, paving the way for Seru Uru to make his debut start in the gold jersey and Zane Nonggorr onto the bench.
He is joined by Reds teammate Fraser McReight and Rob Valetini, who brings up his 50th Test match.
Meanwhile, overseas stars Samu Kerevi and Will Skelton will make their first appearances of 2024.
Kerevi slots into the centres alongside Len Ikitau, with debuting star Joseph-Aukuso Suaalii set to finish the game.
The Japanese-based centre will join Valetini in bringing up 50 caps after debuting eight years ago in 2016.
As for Skelton, he starts in the second-row alongside Nick Frost for his first game since leading the Wallabies at last year's World Cup.
Nic White starts in the halves for the third time in 2024 alongside Noah Lolesio.
Max Jorgensen replaces the injured Dylan Pietsch on the wing, who returned home after his calf injury.
Jorgensen scored the game-winner against England and starts in his second Test in his short career.
“Last week’s Test was fast-paced and physical and we’ve brought in some freshness for what’s going to be another bruising encounter in Cardiff," coach Schmidt said in a statement.
“As a group we’ve worked hard this week, knowing that there will be plenty of pressure on us this weekend.”
1. Angus Bell (33 Tests) – Hunters Hill Rugby
2. Matt Faessler (13 Tests) – USQ Saints
3. Allan Alaalatoa (c) (77 Tests) – West Harbour Juniors
4. Nick Frost (22 Tests) – Hornsby Lions
5. Will Skelton (30 Tests) – The Hills Sports High School
6. Seru Uru (1 Test) – Wests Bulldogs
7. Fraser McReight (23 Tests) – Albany Creek Brumbies
8. Rob Valetini* (49 Tests) – Harlequin Junior Rugby Club
9. Nic White (70 Tests) – Maitland Blacks
10. Noah Lolesio (26 Tests) – Tuggeranong Vikings
11. Max Jorgensen (4 Tests) – Balmain Wolves
12. Samu Kerevi* (49 Tests) – Souths Magpies
13. Len Ikitau (36 Tests) – Tuggeranong Vikings
14. Andrew Kellaway (36 Tests) – Hunters Hill Rugby
15. Tom Wright (34 Tests) – Clovelly Eagles
Substitutes
16. Brandon Paenga-Amosa (17 Tests) – Southern Districts
17. James Slipper (141 Tests) – Bond Pirates
18. Zane Nonggorr (8 Tests) – Gold Coast Eagles
19. Lukhan Salakaia-Loto (38 Tests) - Randwick
20. Langi Gleeson (11 Tests) – Harbord Harlequins
21. Tate McDermott (38 Tests) – Flinders Rugby Club
22. Ben Donaldson (14 Tests) – Clovelly Eagles
23. Joseph-Aukuso Suaalii (1 Test) – The Kings School
*denotes 50th Test
