Italy rugby coach Nick Mallett has made ten changes for the second test against Australia in Sydney on Saturday (10:00 GMT) compared to the side that lost 31-8 in Canberra a week ago.
Six of the changes are in the pack, where only captain Sergio Parisse and prop Fabio Staibano keep their places.
Simone Favaro will make his debut alongside Parisse in the back row while the other flanker's spot goes to Jean-Francois Montauriol, starting for the first time after coming on as a replacement against England in February.
Prop Matias Aguero and hooker Franco Sbaraglini line up alongside Staibano to form a new front row.
In the back line, the only survivors from the first test are full back Luke McLean, right winger Giulio Rubini and scrum half Craig Gower.
Centres Gonzalo Canale and Gonzalo Garcia come in for Matteo Pratichetti and Mirco Bergamasco.
After the Australia match Italy fly to New Zealand to play the All Blacks in Christchurch on June 27.
Here is the Saturday's game: 15-McLean, 14-Rubini, 13-Canale, 12-Garcia, 11-Sgarbi, 10-Gower, 9-Tebaldi, 8-Parisse (captain), 7-Favaro, 6-Montauriol, 5-Bortolami, 4-Reato, 3-Staibano, 2-Sbaraglini, 1-Aguero.
Replacements: 16-Ghiraldini, 17-Perugini, 18-Geldenhuys, 19-Zanni, 20-Toniolatti, 21-Burton, 22- Quartaroli.
