Answer:
The two words that are used incorrectly are:
beside and breathe.
Explanation:
The two words that are incorrectly used in the given sentence are beside and breathe.
The term beside is a preposition which means at the side of, or next to. The term refers to something which are next to each other. Therefore, the word is used incorrectly. Instead, the correct word is despite. The term despite means 'even though.'
The other word incorrectly used is breathe. The term breathe is a verb referring to the act of inhaling the air. Whereas, the correct phrase is 'out of breath.' Therefore, the correct word is breath.
Thus two incorrect words are beside and breathe, and correct words are despite and breath.