Reds and Wallabies playmaker Quade Cooper has been appointed as the Barbarians' captain for Saturday's clash with Australia in Sydney.
Cooper leads an experienced squad which includes 11 internationals in their starting line-up and Matt Hodgson is the Baa-baas' vice-captain.
Veteran Brumbies front-row Ben Alexander has been an 11th-hour call-up for the Barbarians and will start on the replacements bench.
Alexander, the Brumbies' most-capped Super Rugby player, replaces Mike Alaalatoa, after the Crusaders prop was unable to be cleared by his club.
Alaalatoa himself only came into camp after an injury to Reds prop Sef Faagase, who hurt his ankle against the Classic Wallabies on Tuesday.
Force scrum-half Michael Ruru was also forced to withdraw, after pulling his hamstring in Lismore.
In a surprise move, Tom Banks has been named at outside centre, going head-to-head with Reds and Wallabies centre Samu Kerevi.
Force lock Matt Philip won the second row battle over team-mate Richie Arnold to be included in the matchday 23, in what is set to be an exciting encounter.
Barbarians coach Alan Jones said the team's preparation wasn't ideal, playing in Lismore and then having their flight back to Sydney delayed, but he wouldn't be giving his side any reasons not to go at 100 per cent.
"My focus was up here, I just sat them down and told them… they're all highly intelligent people because they've got skill," he said.
"So to talk to them as to how I expect them to play and how that will translate to the various units of the game.
"The scrum, the lineout and the counter-attack and continuity
"Once they understand that it's not all that difficult – we could have done with more time and there's no way I could run the legs off them because we would have had nothing left on Saturday.
"You adjust, that's what a coach does and there are no excuses."
Barbarians: 15 Tim Nanai-Williams, 14 Taqele Naiyaravoro, 13 Tom Banks, 12 George Moala, 11 Eto Nabuli, 10 Quade Cooper (c), 9 Augustine Pulu, 8 Wycliff Palu, 7 Matt Hodgson, 6 Isi Naisarani, 5 Sam Carter, 4 Luke Jones, 3 Taniela Tupou, 2 Andrew Ready, 1 Pekahou Cowan
Replacements: 16 Anaru Rangi, 17 Ben Alexander, 18 Salesi Manu, 19 Matt Philip, 20 Kane Koteka, 21 Theo Strang, 22 Sam Greene, 23 Andrew Kellaway
Date: Saturday, October 28
Venue: Sydney Cricket Ground
Kick-off: 15:00 AEST (05:00 BST, 04:00 GMT)
Referee: Brendon Pickerill (New Zealand)
Assistant referees: Jamie Nutbrown (New Zealand), James Leckie (Australia)
TMO: Aaron Paterson (New Zealand)
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