England have made two changes from the side that beat New Zealand at Hobart on Sunday.
Skipper Michael Vaughan was ruled out through a hamstring injury and replaced by debutant Mal Loye. Andrew Flintoff takes over as captain.
Spinner Monthy Panesar has been left out, with seamer Chris Tremlett coming into the side.
Australia have rested captain Ricky Ponting, with Victorian Brad Hodge chosen as his replacement.
Glenn McGrath also comes back into the side for fellow fast bowler Stuart Clark.
The weather in Brisbane is overcast and humid, with the possibility of some delays due to rain.
Australia: Adam Gilchrist (captain), Matthew Hayden, Brad Hodge, Michael Clarke, Andrew Symonds, Mike Hussey, Cameron White, Brett Lee, Nathan Bracken, Mitchell Johnson, Glenn McGrath, Brad Hogg (12th man)
England: Andrew Flintoff (captain) Andrew Strauss, Mal Loye, Ian Bell, Ed Joyce, Paul Collingwood, James Dalrymple, Chris Nixon, Jon Lewis, Chris Tremlett, James Anderson, Sajid Mahmood (12th man)