Berrick Barnes has been handed a rare chance to fill in for iron-man Matt Giteau as the Wallabies' starting five-eighth in Saturday's second rugby Test against Italy.

Coach Robbie Deans has made eight changes to the starting side which downed the Azzurri 31-8 in the first Test in Canberra last weekend.

Regular skipper Stirling Mortlock will sit out the match to rest a "niggly groin", although Deans admitted he could have played this weekend if required.

George Smith - who moves from openside flanker to No.8 to allow David Pocock to make his international run-on debut - will captain Australia for the third time in a Test.

The other inclusions in the starting XV are centres Ryan Cross and Quade Cooper, winger Peter Hynes, flanker Peter Kimlin and the front row of Ben Alexander, Tatafu Polota-Nau and Pek Cowan.

Cowan will become the 15th player to make his Wallabies debut since Deans took over as coach last year.

Saturday's match at Etihad Stadium will be the last between the two nations before they meet in the opening round of the 2011 Rugby World Cup.

Deans had wanted to give Queensland Reds star Barnes a full hit-out at five-eighth against Italy last year in Padova, but he only lasted 10 minutes before being forced off with injury.

He was replaced by Giteau, which ensured the champion No.10 played all 14 of Australia's Tests in 2008 at five-eighth.

"We've been very lucky with Gits that he's been sound for a long period of time because at times we would have been exposed had he not been," said Deans.

"Barnesy started at 10, he's a five-eighth who can play at 10 or 12 equally.

"... this is an opportunity for him to get that time under his belt because we do have to also prepare for every potential permutation down the track.

"We've got some points of vulnerability - depth at tight-head, depth at 12.

"I think we've got depth at 10 now, whereas this time last year we didn't have it.

"We've got a queue growing which is great, because it's a crucial area."

Despite all the changes to the run-on team, 18-year-old sensation James O'Connor retained his spot at fullback ahead of Adam Ashley-Cooper.

O'Connor scored a hat-trick of tries in his international starting debut last Saturday.

"The risk for James is that he tries to match that experience every time he hits the ground and even off the ground," said Deans.

"He's got some wise counsel around him to keep him earthed because if he's going to have longevity he's going to have to stick to the middle road and not chase his emotions."

Regular starters Stephen Moore, Benn Robinson, Nathan Sharpe and Giteau have been named on the bench, along with veteran breakaway Phil Waugh who will play his first game for Australia in 2009.

Of Australia's 30-man squad, only Lote Tuqiri, Timana Tahu and the injured Rocky Elsom have not been named to start or as a reserve in any of the Wallabies' three games so far this year.

"We believe in the whole group, that is why we selected them, Deans said.

"This week is about our growth as a group. We've got potentially 14 Test matches to play this year, as well as the Barbarians game we've already had.

"Not only would it be unrealistic to focus that entire workload on the same players, a policy like that would also deny us the opportunity to develop others."

Australia: James O'Connor, Lachie Turner, Ryan Cross, Quade Cooper, Peter Hynes, Berrick Barnes, Luke Burgess, George Smith (capt), David Pocock, Peter Kimlin, Dean Mumm, James Horwill, Ben Alexander, Tatafu Polota-Nau, Pek Cowan. Res: Stephen Moore, Benn Robinson, Nathan Sharpe, Phil Waugh, Josh Valentine, Matt Giteau, Adam Ashley-Cooper.

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