Talismanic Wallabies back-rower David Pocock has been ruled out Saturday's clash with England after failing a late fitness test.
The 30-year-old was named in the side by coach Michael Cheika on Thursday after being cleared to play by team doctor Nathan Gibbs following the neck injury he sustained in Italy last week.
However, he felt discomfort when he went through another training run on Friday morning and informed Cheika that he was unable to play.
Pocock's place is likely to be taken by new Brumbies teammate Pete Samu while a bench reshuffle could see Kurtley Beale feature after he was initially dropped from the 23-man squad.
Cheika has made five changes to the side that won last week with young Melbourne Rebels winger Jack Maddocks selected ahead of Marika Koroibete, who scored twice in Padova.
The coach has also maintained faith with Bernard Foley at inside centre and kept Matt Toomua at five-eighth.
Dane Haylett-Petty moves from fullback to right wing, with Israel Folau dropping to the custodian role.
Veteran prop Sekope Kepu is named in the starting line-up for the first time on the tour with Tolu Latu preferred at hooker to Folau Fainga'a.
