The United States have made 14 changes to the side that defeated Russia in the Rugby World Cup last week.
They will face Australia in a World Cup Pool C match in Wellington on Friday, with a totally revamped backline.
Just Mike Petri, Roland Suniula and Chris Wyles have been selected from the backs which faced Russia previously.
Six players who were not selected in the first 22 against Ireland and Russia have been promoted to the starting line-up.
US coach Eddie O'Sulivan said that many of them had been a close call before and would be bringing plenty of energy to the match.
USA: Blaine Scully; Colin Hawley, Tai Enosa, Junior Sifa, Kevin Swiryn; Nese Malifa, Tim Usasz (capt); JJ Gagiano, Pat Danahy, Inaki Basauri; Hayden Smith, Scott LaValla; Eric Fry, Phil Thiel, Shawn Pittman. Replacements: Brian McClenahan, Matekitonga Moeakiola, Louis Stanfill, Nic Johnson, Mike Petri, Roland Suniula, Chris Wyles