Pocock out, so time to move on from the Pooper. Unfortunately, McMahon just doesn't play with the same intensity or effectiveness at test level as he does at Super. Think he needs to be left out altogether. Gill and Hooper together isn't likely to be in the same class as Pocock and Hooper sharing the duties of 7 and 8. McCalman just doesn't bring the aggression needed to counter the England pack. Houston was encouraged to come back and was included in the squad for a reason, relating to his aggressive play at No 8. He would be my pick to replace Poey.
I assume Simmons will be out, or probably should be. One lineout and again penalised for pulling the catcher down in the air. He has next to no impact otherwise in open play. Replace with Horwill for the second test, paired with Arnold who did enough to warrant more opportunities. Carter probably on the bench but wouldn't be sorry to see Coleman in there.
Horne is another who is likely to be unavailable. I think the only No 11 winger included in the squad was Nabuli. He certainly has more speed than Rob, but is a long way down on experience. The others all seem to be open side wingers - Naiyarovoro and Monaghan. So I'd go with Nabuli.
At this stage, I'd keep Kerevi and Kuridrani together in the centres. CL to cover from the bench.
So,
Slipper, Moore, Kepu
Arnold, Horwill
Fardy, Houston, Hooper
Phipps, Foley
Nabuli, Kerevi, Kuridrani, DHP
Folau
TPN, Sio, Holmes, Carter, Mumm, Frisby, Lealiifano, Hodge (or To'omua if available).
No 8 is the weakest spot, so would consider McCalman on the bench for Mumm. Bench probably needs to be a 5/3 split.