England was 225 for five and trailing New Zealand by 159 runs on the first innings after day two of the third cricket test at Trent Bridge on Friday.
Scott Styris scored 108 for his fourth test century to help the Kiwis reach 384 all out after lunch from resuming the day at 295-4.
Chris Cairns then took three for 61 and James Franklin claimed 2-64 to restrict England, which overcame a poor start at 18-2 with half-centuries by opener Marcus Trescothick (63), captain Michael Vaughan (61) and Andrew Flintoff (54).
Graham Thorpe was unbeaten on 30, and Matthew Hoggard yet to score, though he survived an lbw appeal from Franklin in the last over.
"Three guys have got 50s, but the thing is we have not gone on from there," Trescothick said. "But we are still in a position to give ourselves a good chance.
"[Saturday] morning will be a big moment in the game," he added. "If we bat well, we can put ourselves in a good position, but if we find ourselves rolled over pretty quickly it could be a tough game for us.''
But worrying for the injury-plagued New Zealanders were more breakdowns; paceman Chris Martin bowled just 1.5 overs and left with a hamstring injury. Then Kyle Mills, making his test debut, suffered a side injury after hurling six overs without reward and didn't return.
The Kiwis have already lost the series after heavy defeats at Lord's and Headingley, and are trying to avoid conceding to England its first sweep of a three-match series since 1978 -- against New Zealand.
"We are definitely ahead," Styris said. "We were excited to get among them early, because we believe they have a bit of a tail which we haven't been able to exploit so far."
New Zealand managed to exploit chinks in the top order when Andrew Strauss was out for a duck, lofting a Cairns delivery to Brendon McCullum. Strauss, who dropped a ball in the field on Thursday, has struggled since hitting a debut century at Lord's.
The second wicket fell at 18, when Mark Butcher (5) clipped Franklin to Styris. Butcher left play earlier when he hurt his left hand stopping a Styris drive in the gully, and only returned following precautionary X-rays.
Trescothick and Vaughan lifted England to 99-2 at tea. Cairns made the breakthrough at 128-3, trapping Vaughan leg before after he'd conceded three fours in the over.
Vaughan's 61 in 65 balls included 10 boundaries and a six in his ninth test 50.
Three overs later, Trescothick hurt his series average of nearly 80 when he smacked left-hander Franklin's delivery straight to Styris at gully at 140-4. Trescothick's 24th test half-century included 11 fours in 99 balls.
Andrew Flintoff and Thorpe combined for 81 for the fifth wicket, Flintoff scoring 54 in 79 balls before he became Cairns' third wicket at 221-5.
Earlier, Styris resumed on 68 and brought up his 100 with a four off Flintoff. Styris took 161 balls, and eight runs later he was caught in the covers from Ashley Giles' spin at 366-7.
"It is disappointing that the 100 has had to come in a dead rubber and we were already 2-0 down before I got runs," Styris said. "On the other hand, the England bowling attack has been very good, so to get 100 against them is very pleasing."
Jacob Oram was the first wicket to fall in the morning when he clipped seamer Martin Saggers' ball to Strauss for 14 at 308-5.
Saggers then induced Cairns to balloon a ball to Thorpe on 12 at 331-6. Saggers took 2-80 in 22 overs. Cairns, who played at Trent Bridge for seven seasons with Nottinghamshire, got a standing ovation when he was introduced in his 62nd and final test.
Once Styris was out, the last three wickets went in seven overs. Steve Harmison forced McCullum to direct a ball to Hoggard at third man just after lunch and finished with 3-80 off 32 overs.
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