"We are considering making some changes, though you never know how many," said Benitez.
"You have to train to see how the players feel. We know it will be a difficult game.
"We say to the players 'Listen, you have an opportunity, if we progress in the Carling Cup you will have more chances'.
"This is an important competition for us and everyone can be involved. Some players don't have too many chances in the Premier League, but they can fight for their position here - and it makes it easier for me and the staff to analyse if they are ready or not.
"Always to be in a final is a motivation and if it's at Wembley it's even better.
"We have to fight from the first minute because we want to progress.
"It has to be an important competition for everyone. Sometimes motivation is harder if a player is playing a lot of games.
"Maybe they won't consider the Carling Cup as being as important. But it is very important, and for the players who aren't playing at the moment maybe it is the most important competition.
"The main thing is mentality - not just of the team but of the squad.
"If we can have a winning mentality in the cup competitions it will be good because it will make it harder for me to pick the team."