British and Irish Lions head coach Warren Gatland has axed Mike Phillips for the second Test clash against Australia in Melbourne.
Phillips has paid the price after failing to impose himself during the first Test, with the Wales scrum-half replaced in the starting team by Ben Youngs.
Phillips, who has been struggling with a knee injury during the tour, was targeted by the Wallabies in Brisbane, with Will Genia able to dominate the battle of the No 9s.
The inclusion of Youngs is one of five changes made by Gatland as the Lions look to seal a first series win since 1997.
England lock Geoff Parling had already been confirmed as a starter after Paul O'Connell was ruled out for the rest of the tour, while Mako Vunipola has got the nod at loosehead after Alex Corbisiero failed to recover from a calf problem.
However Tommy Bowe and Dan Lydiate have also come into the side following the 23-21 win in the first Test.
Bowe, who has fully recovered from a broken hand, replaces the unlucky Alex Cuthbert on the wing - with the Wales wing having scored the second try for the Lions at Suncorp Stadium.
Lydiate takes the place of Tom Croft on the blindside flank, with Gatland looking to combat the threat of Genia - who was one of the stand out players for Australia.
Croft and Cuthbert are named on the bench, where they are joined by Conor Murray, Ryan Grant and Sean O'Brien.
Murray is preferred to Phillips as cover at scrum-half, while Grant only just misses out on the starting XV after a strong display against the Rebels.
The inclusion of O'Brien among the replacements comes after a series of stellar displays from the versatile back-rower on the tour so far.
Gatland said: "We said after the first Test that we had improvement in us and we are confident that this is the case.
"Several players have put their hands up this week and have forced their way into the Test side while several players have returned to fitness.
"That is typical of Lions tours. We want players to constantly push for selection, we then select who is on form and who is available. Based on that we have selected a squad that is capable of winning the Test and securing the series."
British and Irish Lions: 15 Leigh Halfpenny, 14 Tommy Bowe, 13 Brian O'Driscoll, 12 Jonathan Davies, 11 George North, 10 Jonny Sexton, 9 Ben Youngs, 1 Mako Vunipola, 2 Tom Youngs, 3 Adam Jones, 4 Alun Wyn Jones, 5 Geoff Parling, 6 Dan Lydiate, 7 Sam Warburton, 8 Jamie Heaslip.
Replacements: 16 Richard Hibbard, 17 Ryan Grant, 18 Dan Cole, 19 Tom Croft, 20 Sean O'Brien, 21 Conor Murray, 22 Owen Farrell, 23 Alex Cuthbert.