Wallabies coach Michael Cheika says he wants to see the best out of reinstate lock Will Skelton this weekend.
Skelton will start in the locks along side Rob Simmons and Cheika said he was yet to show what he could do in an interrupted season with the Waratahs but was conifdent he was finally the fitness level he needed to be at.
"We put him through some hard work here these two or three weeks we've been together," he said.
"To get him to the fitness [needed] for a guy like Willy. He's a big guy, if he's not at that fitness he can't play international footy.":
Skelton will partner with Simmons, who was dropped last week and Cheika said the he demanded more from the Reds second rower.
"He was fit for that (first) game and I don't want to play on the negative but I didn't like what he brought into the game at the start," he said.
"I could accept that but he's been the number one lock in Australia for a long time and I want him to be playing better, not just enough.
"Because he's got it in him. If he didn't have it in him I wouldn't do that, I'd say 'play again'. But I know he's got a lot more in him."
It has taken Simmons just a week to force his way back into the spot he has effectively owned in recent times,
"He was stung by being left out of the team, and he was very clear on the areas I wanted him to improve on," he said.
"He's bitten back at training and I think that warrants an opportunity for him, considering his track record and how much he's done in the Australian jersey up til now.
"He warrants the opportunity to come back and show he understands what's required of him."
The only other change in the starting XV was a straightforward one for Cheika, with Matt Toomua returning to the Wallabies' starting line-up, with Australia set to field two playmakers in their inside backs.
Toomua, who has been recovering from a knee injury, was catapulted into the side to replace Samu Kerevi at 12, with the Wallabies trailing 2-0 in the series.
"He came back and we probably could have spun him out last week, but I think he needed more running in his legs," Cheika said.
"There's a long way to go yet in this season so I didn't want to burn him early. He's an experienced player, he plays in that role as second playmaker for us, so it was a logical choice."
It will be Toomua's first start since the Wallabies pool match with Uruguay in last year's Rugby World Cup, playing off the bench for the remainder of the tournament.
The other surprise move is in the second row, with Will Skelton straight into the starting lineup, for the first time this season, joining the returned Rob Simmons.
Simmons was dropped for last week's second Test but that omission hasn't lasted long, with the Queensland Reds lock coming into the starting second row pairing.
The rest of the pack will remain unchanged for the game, with Cheika sticking with Scott Fardy, Michael Hooper and Sean McMahon in the backrow, as well as maintaining a front row combination of James Slipper, Stephen Moore and Sekope Kepu.
Force lock Adam Coleman is in line for his Wallabies debut, named on an extended bench, while Liam Gill has been overlooked in favour of Wycliff Palu.
Winger Taqele Naiyaravoro is also in contention for his second Wallabies cap, in his first inclusion since last year's Chicago Test.
Cheika turned mediator in Thursday morning’s press conference.
A journalist and a photographer exchanged heated words as they pushed for positions in the media scrum.
Cheika stepped in to calm things down, saying if anyone should be hot headed right now, it would be him.
"Easy tiger, just relax, if anyone's gonna have a bit of anxiety it's me mate not you, just relax, just take it easy, it's all good,” he said.
Wallabies team to face England in third Test, Saturday June 25.
1. James Slipper - Reds (76 Tests)
2. Stephen Moore (c) - Brumbies (104 Tests)
3. Sekope Kepu - Waratahs (65 Tests)
4. Will Skelton - Waratahs (14 Tests)
5. Rob Simmons - Reds (61 Tests)
6. Scott Fardy - Brumbies (32 Tests)
7. Michael Hooper (vc) - Waratahs (53 Tests)
8. Sean McMahon - Rebels (8 Tests)
9. Nick Phipps - Waratahs (41 Tests)
10. Bernard Foley - Waratahs (29 Tests)
11. Rob Horne (vc) - Waratahs (31 Tests)
12. Matt Toomua - Brumbies (31 Tests)
13. Tevita Kuridrani - Brumbies (33 Tests)
14. Dane Haylett-Petty - Western Force (2 Tests)
15. Israel Folau - Waratahs (40 Tests)
Replacements (One to be omitted)
Tatafu Polota-Nau - Waratahs (63 Tests)
Scott Sio - Brumbies (17 Tests)
Greg Holmes - Reds (25 Tests)
Adam Coleman (Uncapped)
Dean Mumm - Waratahs (46 Tests)
Wycliff Palu - Waratahs (57 Tests)
Nick Frisby - Reds (2 Tests)
Christian Leali'ifano - Brumbies (17 Tests)
Taqele Naiyaravoro - Waratahs (1 Test)