Mortlock will lead the Wallabies for the first time

Coach John Connolly has rested regular skipper George Gregan as one of three changes to the side which cruised to a 34-3 win in the opening game in Sydney.

With Gregan sitting on the bench for the first time in 10 years, Queensland scrum-half Sam Cordingley will start.

Hooker Adam Freier earns his first Test start since 2002 and lock Mark Chisholm has been moved to blind-side flanker.

Daniel Heenan, who played in that position last weekend, will rest a minor shoulder injury, while New South Wales flanker Wycliff Palu is brought into the squad for the first time.

"It was always our goal to broaden our player base leading up to the World Cup," Connolly said.

"The load has increased on players with the expanded Super 14 season and a longer Test programme so it's a matter of managing players as well as exposing more of the squad to this level."

If Gregan comes on as a replacement, the 33-year-old will win his 120th cap, surpassing Jason Leonard's record as the most capped international player in history.

Australia: Latham; Gerrard, Mortlock (capt), Rogers, Tuqiri; Larkham, Cordingley; Holmes, Freier, Blake, Vickerman, Sharpe, Chisholm, Smith, Elsom.
Replacements: Paul, Baxter, Palu, Waugh, Gregan, Rathbone, Shepherd.