Michael Cheika says a desire to "shake it up" was behind his decision to bench long-time flyhalf Bernard Foley for the Wallabies' must win clash with the Springboks on Saturday.

Kurtley Beale will start at flyhalf for the first time since the second Bledisloe game in 2014, with Matt Toomua pulling on the No. 12 jersey in a new look midfield.

The radical switch playmaking switch came as Cheika also made a host of changes elsewhere.

In the starting side, Rory Arnold replaces Izack Rodda as a starting lock and Israel Folau returns from injury at fullback, and on the bench, Taniela Tupou has also been ruled fit and replaces veteran Sekope Kepu.

Ned Hanigan replaces Pete Samu and Joe Powell is back-up halfback due to Nick Phipps' rib injury.

The biggest talking point was the removal of Foley, however.

The NSW playmaker has has missed just four Tests since Cheika kicked off as coach in 2015 and was rested in two of those matches - against Uruguay in the 2015 World Cup and against Japan last year.

"I suppose I just wanted to shake it up a little bit," Cheika said.

"I think we've had some good things that have happened in the games, I know that hasn't been brought out but there's been some good things and I think that Toomua's return, he's shown a lot of good things as well around the place and he's brought some of that on-field as well.

"I just thought I'd try a different combination and give them an opportunity together."

It's a move which signals a tactical shake up of sorts, though Toomua's game does fit the two playmaker attacking model the Wallabies have run for the large majority of Cheika's tenure.

Cheika said Foley had responded to his demotion well.

"We sat down and had a good talk about it. I think he's showed he's certainly no dummy-spitter by the way he trained today," Cheika said.

"He was still up the front, still going to have a big part to play in the game - finishing the game without a doubt. He took it hard but he showed the quality of the person that he is the way he got back on the training paddock today and led the way."

Asked what he'd conveyed to Foley about the things he's doing wrong in his game, Cheika said: "It's not as much doing things wrong as opposed to fulfilling the potential you have. He's not doing anything wrong in particular, but I feel he could be playing better because he's a quality player and he has shown that for us on many occasions.

"It's one of the rare times this has happened if not the first time. This is an opportunity for him to get back to focusing a little bit more on himself and not as much on the team and bringing his performance up."

Folau's inclusion at fullback triggering a shuffle of sorts.

Dane Haylett-Petty shifts back to the right wing pushing Jack Maddocks back to the bench and squeezing Tom Banks out of the 23 altogether.

Arnold will pack down alongside Adam Coleman in his first Test of the year, with Rodda dropping to the bench and pushing Rob Simmons out of the squad.

The Wallabies face the Springboks at Suncorp Stadium on Saturday September 8 at 8pm AEST, broadcast LIVE on FOX SPORTS, Channel Ten and RUGBY.com.au radio. Buy tickets here.

TEAM

IN: Rory Arnold, Israel Folau, Taniela Tupou, Ned Hanigan, Joe Powell



OUT: Tom Banks, Sekope Kepu, Rob Simmons, Pete Samu, Nick Phipps

Wallabies team to face the Springboks

1. Scott Sio (47 Tests)

2. Tatafu Polota-Nau (84 Tests)

3. Allan Alaalatoa (25 Tests)

4. Rory Arnold (15 Tests)

5. Adam Coleman (25 Tests)

6. Lukhan Tui (9 Tests)

7. Michael Hooper (c) (84 Tests)

8. David Pocock (71 Tests)

9. Will Genia (92 Tests)

10. Kurtley Beale (76 Tests)

11. Marika Koroibete (13 Tests)

12. Matt Toomua (35 Tests)

13. Reece Hodge (29 Tests)

14. Dane Haylett-Petty (23 Tests)

15. Israel Folau (66 Tests)

Reserves

16. Folau Faingaa (1 Test)

17. Tom Robertson (23 Tests)

18. Taniela Tupou (4 Tests)

19. Izack Rodda (9 Tests)

20. Ned Hanigan (13 Tests)

21. Joe Powell (4 Tests)

22. Bernard Foley (60 Tests)

23. Jack Maddocks (2 Tests)