The starting XV picked by coach Robbie Deans features three debutants in full-back Israel Folau, flanker Ben Mowen and inside centre Christian Lealiifano.
Folau is competing in his first season in professional rugby union, having already represented Australia at rugby league and played in the AFL.
Folau has been in stunning form at full-back for the NSW Waratahs, but has been chosen on the right wing by the Wallabies with Digby Ioane, who has recovered from knee surgery, lining up on the opposite flank.
With Beale deemed not ready to start against the Lions following his return from alcohol-related problems, Deans has opted for O'Connor at fly-half with Berrick Barnes taking the number 15 jersey. It will be only the second time O'Connor has played a Test at 10, with the other appearance taking place alongside Will Genia against Wales in 2011.
Scrum-half Genia and the selection of Adam Ashley-Cooper were the two certainties in the Wallaby backline, with the presence of Lealiifano one of the main talking points in the build up to the team announcement.
The 25-year-old playmaker also features at fly-half for the ACT Brumbies and has edged the more defensive Pat McCabe to form a centre partnership with Ashley-Cooper.
Lealiifano's inclusion indicates the Wallabies are seeking to play a more expansive game against the Lions.