Within the rested seven players is halfback Daly Cherry-Evans, who is battling it out with Cleary to be the nation's No. 7 come World Cup Final time.
Burton will feature in the centres as he did for New South Wales earlier this year, while Campbell Graham will move to the wing in place of one of last week's debutant, Murray Taulagi.
Graham was originally set to lace up the boots for the Bravehearts this tournament due to his father being born in Glasgow, however, his selection for Scotland hinged on not being selected for Australia.
Scotland will be eager to show some grit after being upset and embarrassed 28-4 by Italy on the world stage, however things aren't looking bright for the European nation this weekend.
Australia will face Scotland at 5:30am AEDT on Saturday morning as they look to sow up a quarter-finals spot and move one step closer towards figuring out their full-strength side.