Australia has already lost the series for a 16th-straight year but the Wallabies have a chance to salvage some pride and win back some fans with a good showing in Japan.
Jack Dempsey, Sefa Naivalu and Samu Kerevi will all be returning from long injury layoffs for the clash after Reece Hodge's fractured ankle ruled him out of the tour.
Adam Coleman is a big name missing in the pack after suffering a groin injury this week, replaced by Rob Simmons in the starting lineup.
Flanker Pete Samu dropped off an extended 24-man squad when Cheika trimmed his team on Friday, confirming Dempsey's return and leaving the Wallabies with a 5-3 bench.
The All Blacks have sprung some surprise selections too, with Damian McKenzie and TJ Perenara earning starts for the Japan outing.