The best replacement for 2nd gen is 3rd gen ipod touch.

The best alternatives to 2nd gen are rated as following:
★★★★★  3rd gen ipod touch
★★★  3rd gen
★★★  3rd gen apple tv
★★  1st gen
★★  3rd gen glock
★  3rd gen itouch
  1st
  3rd gen intel processor
  3rd gen touch
  itouch 3rd gen
  3rd itouch
  i5 3rd gen
  ipod touch 3rd gen
  axiom pro
  1st gen ipod

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No companions for 2nd gen have been suggested so far.
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Google Trends

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2nd gen
3rd gen ipod touch
3rd gen