England opener Ben Duckett fell two runs short of his century at Lord's on Thursday as the home side closed in on Australia's first innings total.
Australia were bowled out for 416 – losing their last seven wickets for 100 runs – as Steve Smith scored his 32nd Test-match century.
And while England started their reply superbly, with Zac Crawley and Duckett putting on 91 for the first wicket, they fell from 188-1 to 222-4 playing reckless shots against short balls.
It took Ben Stokes to come and steady the ship as the England captain finished the day 17 not out alongside Harry Brooks whose unbeaten 45 off 51 balls was quick if not exactly convincing.
England will start Day 3 138 runs behind Australia who suffered a huge injury blow when spinner Nathan Lyon had to helped off the field with a calf injury.
The game, and possibly the series, could be over for Lyon who has bowled beautifully so far in the two matches, helping Australia win the opening Test at Edgabaston.
“I'm gutted but I'd have taken that at the start of the day,” said Duckett. “I'm gutted as well as happy.
“It felt like it was probably my best knock so far. I'm just gutted Marnus [Labuschagne] hit the stumps the over before [when it could have gone for overthrows] – it was just meant to be after that I think.
“It's a shame, I was just backing the way I was playing and I felt comfortable on the short ball, just ticking over and scoring off most deliveries. That one rushed me a bit and unfortunately it went straight to [David] Warner.”
England, so flat on Wednesday, had begun Day 2 much more purposefully as Australia resumed on 339-5 with Steve Smith on 85, as Stuart Broad and Jimmy Anderson quickly removed Alex Carey and Mitchell Starc.
However, Smith, who on Wednesday became the fourth Australian to pass 9,000 runs, pressed on to claim his 32nd test century before finally departing for 110 via a superb catch by Duckett at second slip to give Josh Tongue his third wicket.
Ollie Robinson picked up the last two wickets of Lyon and Josh Hazlewood as Australia were out for a strong total but one that they will be disappointed with having been 316-3.
Duckett and Crawley put on then put England's best Ashes opening stand since 2013 before the opener – who had barely put a foot wrong on his way to a run-a-ball 48 – was stumped down his leg side charging down the wicket to Lyon.
Duckett then led his side to 278-4, punching his way to a gutsy 98 but stumbling in sight of glory as he top-edged a Josh Hazlewood bouncer to fine-leg.
The Nottinghamshire opener fell to a trap that also accounted for Ollie Pope (42) and Joe Root (10) who had already been given one reprieve when he was caught behind off a Cameron Green no-ball.
Brook played some remarkable shots as he kept the aggression up, twice slashing airily past mid-on and almost losing his leg stump as he stepped away to swing at Green.
But Stokes settled his side in mature fashion as they ended 138 behind with six wickets in hand.
“This morning, it would've been nice to score more runs but they bowled pretty well,” said Smith, whose knock came off 184 balls.
“Unfortunately the clouds went and the sun came out, we went to some short stuff and picked up a few wickets. It was a different day but it was OK.”
