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NSW and Queensland both have changes in key positions headed into State of Origin II at ANZ Stadium, with the Blues needing to win to keep the series alive.

KEY MATCH UPS TO DECIDE STATE OF ORIGIN II

JAMES TEDESCO V VALENTINE HOLMES

Valentine Holmes' State of Origin return shapes as a crucial point for Queensland, after he missed last year while trying his hand in the NFL. The Maroons found enough magic in their backline to win game one but Holmes' spark will be crucial if he can step up on what he produced on return for the Cowboys. Tedesco meanwhile threatened in the series opener but will want more at the back in Sydney.

CODY WALKER V CAMERON MUNSTER

The game's two livewires who have the ability to break the contest open. Walker was the form player of the end of the NRL season, setting up 17 tries and scoring seven of his own in a dynamite 12-week run. He looked dangerous off the bench last week but now gets his shot as a starter after losing it last year. Munster is proven at Origin level, and has been one of Queensland's best in just about every game he's played.

NATHAN CLEARY V DALY CHERRY-EVANS

Daly Cherry-Evans won the battle of the two ice men in Origin I and it showed in the result. The Queensland half had the better kicking game while he stayed composed when it mattered most in the second half. Wednesday shapes as a defining moment for both. Cherry-Evans is yet to win an Origin series as Queensland's half, while Cleary has two series wins but is yet to make the same impact he does at club level.

DAMIEN COOK V JAKE FRIEND

The two hookers both ran five times for 42 metres in game one as Jake Friend showed more of a willingness to dart out of dummy-half on State of Origin debut than he does at club level. Both players are crucial to their team's attack and while Friend is usually known for his good service, Cook will want to make more of an impact around the ruck in Sydney.

NSW BENCH V QUEENSLAND BENCH

Brad Fittler has had to change his bench through injury, but it was notable he brought Nathan Brown in and dropped Junior Paulo back from starting. Queensland's reserves well and truly outdid the Blues after the break in Adelaide, with Jai Arrow and Lindsay Collins immense. NSW need to find a way to at least equal them. Paulo has the potential to open the game up with his passing and offloads, while Brown has been told to bring some aggression.