Australia claimed two late wickets after declaring their first innings on 527-7 to take control of the third Ashes Test on day two at Old Trafford.
Michael Clarke was finally out for 187 in mid-afternoon to become Stuart Broad's 200th Test wicket and Australia's captain unleashed his bowlers shortly after tea.
Peter Siddle was held back until the 22nd over of the innings but made up for lost time by removing Joe Root and Tim Bresnan during a spell of 2-7 as England closed on 52-2 in reply, still 475 runs behind.
Root faced 57 balls for his contribution of eight to a 47-run opening stand with Alastair Cook and then edged through to Brad Haddin with half-an-hour left in the day.
England's nightwatchman policy backfired when Bresnan (1) was given out caught behind attempting to pull and walked off without reviewing it despite the ball appearing to flick his hip rather than bat.
Jonathan Trott (2no) made a belated appearance in the middle and survived through to stumps alongside Cook (36no).
Broad had earlier become the 15th Englishman, and second youngest after Sir Ian Botham, to the 200-wicket milestone but the runs kept coming for the tourists further down the order, Haddin (65no) and Mitchell Starc (66no) helping themselves to half-centuries.
Clarke and Haddin put on 62 in good time either side of lunch and it was something of a surprise when Clarke deflected a short ball onto his stumps. The Australia skipper's effort spanned 314 balls, included 23 fours and is the highest of his five Ashes hundreds.
England spinner Graeme Swann, who had removed Steve Smith (89) and David Warner (5) before lunch, completed his 17th five-wicket haul in Tests with the wicket of Siddle (1), who was bowled aiming into the leg side.
But Starc joined Haddin in a boundary-filled, eighth-wicket stand of 97 in 19.3 overs as each of England's frontline bowlers - Swann (5-159), Broad (1-108), Bresnan (1-114) and James Anderson (0-116) - ended with more than 100 in the runs conceded column.
Clarke called his batsmen in four overs after tea, giving Australia plenty of time to make inroads into England's top order before the close.
Australia resumed on 303-3 at the start of day two and, in bright sunshine, Clarke and Smith batted throughout the first hour with few alarms to extend their fourth-wicket partnership to 214 - before Smith suffered a rush of blood to deny himself a maiden Test hundred.
He came down the pitch to Swann and miscued a big heave into the leg side. Jonny Bairstow, at midwicket, made a steepling catch look easy.
Warner, recalled for his first appearance of the series after serving a ban for punching Root in a Birmingham bar earlier in the summer, was given a hostile welcome by the Manchester crowd.
He lasted only 10 balls. Swann found the left-hander's outside edge and Trott at slip took the catch after it looped up via wicketkeeper Matt Prior's thigh.
Warner, who hit his pad with the bat at the same moment the ball made contact with his outside edge, was convinced he had not hit it and - after a discussion with Clarke - wasted Australia's last DRS review in a futile attempt to overturn umpire Tony Hill's decision.
Australia are 2-0 down in the series and need victory in Manchester to keep alive their hopes of regaining the Ashes.