Coach Ian Foster has made nine changes to the starting XV from the first test win over Fiji.
The loose forwards have been swapped out with Ardie Savea returning from injury to start at openside, with Akira Ioane at blindside and Luke Jacobson at No.8, replacing Ethan Blackadder, Shannon Frizell and Hoskins Sotutu.
Anton Lienert-Brown is back in the midfield after overcoming injury and he'll start at centre outside second-five David Havili, pushing Rieko Ioane to the reserves.
It will be the 50th test match for both Savea and Lienert-Brown.
The starting front row is unchanged from last week's 57-23 win, with loosehead prop George Bower, hooker Codie Taylor and tighthead Nepo Laulala again supported by prop Ethan de Groot and hooker Dane Coles from the bench, with prop Angus Ta'avao also coming into the reserves.
Lock Sam Whitelock returns to captain the side, starting alongside Scott Barrett in the second row, with Brodie Retallick dropping to the bench and Patrick Tuipulotu left out of the matchday 23.
Jacobson gets his second start at number eight. Frizell is loose forward cover in the 20 jersey.
In the backs, Aaron Smith retains his starting spot at halfback, with Richie Mo'unga starting in the number 10 jersey.
In the outsides, Sevu Reece moves to the left wing while Will Jordan comes off the bench onto the right wing and Damian McKenzie is at fullback. Last week's fullback Jordie Barrett drops out of the 23 as does last week's left wing George Bridge.
Halfback Brad Weber, Beauden Barrett and Ioane are the back reserves.
All Blacks Head Coach Ian Foster said: "It was the second Test of the year for us last weekend and we were pretty happy with our performance. There were a lot of views about our performance and that's the beauty of being in this team: people expect perfection.
"We took some really good steps up from the week before (against Tonga) and we were satisfied with our performance, but it did highlight some areas we need to keep growing. This series has been about growing our game and making sure we have players that are ready to go for what will be a long season."
On Savea's and Lienert-Brown's milestone, Foster said: "To play 50 games for the All Blacks is pretty special and it's also special that they get to do it together. Both are really influential players, they're excited and will have some proud families coming along to watch."
The matchday 23 is (Test caps in brackets)
1. George Bower (2)
2. Codie Taylor (57)
3. Nepo Laulala (30)
4. Scott Barrett (41)
5. Samuel Whitelock (124) - captain
6. Akira Ioane (3)
7. Ardie Savea (49)
8. Luke Jacobson (4)
9. Aaron Smith (98)
10. Richie Mo'unga (23)
11. Sevu Reece (9)
12. David Havili (4)
13. Anton Lienert-Brown (49)
14. Will Jordan (4)
15. Damian McKenzie (29)
16. Dane Coles (76)
17. Ethan de Groot (1)
18. Angus Ta'avao (15)
19. Brodie Retallick (82)
20. Shannon Frizell
21. Brad Weber (8)
22. Beauden Barrett (90)
23. Rieko Ioane (35)