WALES caretaker coach Rob Howley has made four changes to his line-up for Saturday's second Test against Australia.
Former captains Ryan Jones and Matthew Rees will bolster the pack, while Alun Wyn Jones, who skippered the midweek side to victory over the Brumbies, comes in to the second row.
There is also a call-up for Ashley Beck after the centre caught the eye against the Brumbies.
The injured Newport Gwent Dragons number eight Toby Faletau has returned home, Luke Charteris and Scott Williams drop to the bench while Ken Owens is omitted from the match-day squad.
"After the first Test Australia are obviously in the ascendancy, but the tour is not over by any means and we have all to play for on Saturday," Howley said.
"We are bringing three very experienced players into the pack, all three made an impact from the bench during the first Test which has justified their selection in the starting line-up this weekend.
"Having played two matches now on Australian soil we have acclimatised and are ready for another huge challenge this Saturday in Melbourne."
Wales: 15 Leigh Halfpenny, 14 Alex Cuthbert, 13 Jonathan Davies, 12 Ashley Beck, 11 George North, 10 Rhys Priestland, 9 Mike Phillips; 8 Ryan Jones, 7 Sam Warburton (captain), 6 Dan Lydiate, 5 Alun Wyn Jones, 4 Bradley Davies, 3 Adam Jones, 2 Matthew Rees, 1 Gethin Jenkins.
Replacements: 16 Richard Hibbard, 17 Paul James, 18 Luke Charteris, 19 Justin Tipuric, 20 Rhys Webb, 21 James Hook, 22 Scott Williams.