Marcus Trescothick and Mark Butcher hit half centuries to exploit the South African attack Friday in a bid to regain English control of the fourth cricket test at Headingley.
England was 197 for three at stumps on the second day in reply to South Africa's 342 all out. The tourists had recovered from 21 for four, and then 142 for seven, following the decision to bat first.
Trescothick (59), and Mark Butcher (77), flayed the five-man seam attack in a 142-run stand before falling in fading light in quick succession.
Nasser Hussain on 10, and Ed Smith, yet to score, will resume Saturday as England look to reduce the 149-run deficit and regain control of the test.
Bad light cut short the day by 16 overs.
South Africa was weakened by the absence of Shaun Pollock. South Africa's senior bowler had returned to Durban to be at the birth of daughter Gemma on Thursday. He will rejoin the team in time for the final test at Lord's on Sept. 8.
"We missed Shaun's stability and to keep one end tight and create pressure," said coach Eric Simons. "We haven't bowled the length we wanted to. We were not up to the standards."
Simons said he gave the bowlers a rebuke for the lack of discipline, and added the team would discuss more damage limitation before play resumes.
"We weren't good. There were some harsh words said. The game is evenly poised, and if we put the ball in the right areas we can get a good lead. Our bowlers struggled.
"Any big lead will be compounded by a [wearing] pitch."
Butcher said the onus was on batting to shift the balance of an evenly poised game.
"This innings can end up setting up the match," said Butcher. "The onus is on us how well we play [tomorrow], and how far we can get past South Africa."
In his absence the bowling looked ordinary until Jacques Kallis (2-28) produced a double-wicket blow to check England's rampant charge after the tea break.
The tourists were further weakened when medium paceman Monde Zondeki, who helped Gary Kirsten (130) build the South African first innings, broke down with a side strain after bowling 11 balls in his test debut.
Simons said it was unlikely Zondeki will bowl again in the game.
Trescothick and Butcher hit 54 runs in 10 overs, including 36 in six overs after tea.
When play restarted after a 30-minute break for bad light, Trescothick was brilliant caught and bowled by Kallis. Six overs later, Butcher edged a catch to wicketkeeper Mark Boucher.
Butcher, who scored 106 in England's series-leveling 70-run win at Trent Bridge on Monday, struck 11 fours in his 115-ball innings. He took his series aggregate to 293 runs, and has now scored 477 runs in eight innings this summer.
The pair helped England recover from the early loss of Michael Vaughan, who failed again as captain and scored 15 runs at his home ground.
Vaughan, who scored 156 in the first test at Edgbaston, has failed to reach a half century in six innings, and the last five as captain.
Looking in fine touch after hitting two fours, Vaughan played forward to fast bowler Makhaya Ntini, and the ball spun back to hit off stump and dislodge the bail.
Vaughan, who took over as England test captain after the first test from Nasser Hussain, has managed 289 runs in nine innings this summer and averages 32.11.
In his two test innings against Zimbabwe early this summer he scored 8 and 20.