Paul O'Connell reclaims the Ireland captaincy after being named in a strong Ireland side to face Australia in Dublin on Saturday.
O'Connell partners Devin Toner in the second-row after coming off the bench in the 40-9 win over Samoa last weekend - it will be his first Ireland start since March
It will also be the first time O'Connell and Brian O'Driscoll have been in the same Ireland starting XV since the 2011 World Cup - they did play together during the Lions tour this summer.
Luke Marshall comes into coach Joe Schmidt's side at centre in place of Gordon D'Arcy and Jonathan Sexton starts at No 10 after a hip injury, only a few days after being named Ireland's player of the year.
Eoin Reddan replaces Conor Murray at scrum-half - his battle with Wallabies star Will Genia will be pivotal - and in the pack there are recalls for prop Cian Healy and flanker Sean O'Brien.
"I think Conor did well last week, I don't think there was anything the matter with his game, it's just coming into this series, we had a mindset of trying to grow the starting XV," Schmidt said.
"It's an opportunity to broaden the squad a little bit, we have to have 30-35 players with the ability to play international rugby...I think it's a really good team."
Ian Madigan is preferred to Paddy Jackson as Sexton's back-up and Dave Kearney is overlooked for a place on the bench despite scoring two tries on his debut against Samoa - the reserve back role goes to Connacht's Robbie Henshaw.
Ireland: R Kearney, T Bowe, B O'Driscoll, L Marshall, F McFadden, J Sexton, E Reddan; C Healy, R Best, M Ross, D Toner, P O'Connell (capt), P O'Mahony, S O'Brien, J Heaslip.
Replacements: S Cronin, J McGrath, S Archer, M McCarthy, K McLaughlin, C Murray, I Madigan, R Henshaw.