Australia have moved into a position to win the second Ashes Test after a dominant performance on day at The Gabba.
Resuming on 325-9 after an epic last-wicket stand, England had momentum, even through only adding nine more runs at the start of the day.
However, Australia wasted no time in swinging the game back in their favour, racking up 378-6 off just 73 overs to move 44 runs ahead by stumps.
Like on day one, England had their moments, particularly in the evening session under the lights when Brydon Carse dismissed Cameron Green (45) and Steve Smith (61) in four balls.
Will Jacks pulled off one of England's greatest-ever catches to play his part in Smith's wicket, but England put down four catches throughout the day in Brisbane.
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That contributed to each of Australia's top eight batsmen all reaching double figures as they made light work of the England bowling attack.
Travis Head made 33 from 43, Jake Weatherald hit 72 from 78 and Marnus Labuschagne recorded 65 from 78 to keep the score ticking over during the first phase of the innings.
Alex Carey - who was dropped first ball - made 46 from 45 late in the day, with Josh Inglis making 23 from 25 and Michael Neser an unbeaten 15 from 30.
Carse's 3-113 came off just 17 overs with Ben Stokes taking the same amount of overs for his 2-92. While Jofra Archer was most economical, he only posted 1-74 from 20 overs.
Based on their history of capitulations, England will return on Saturday with the first objective being to save the game.
With Australia in line to significantly extend their lead before England facing a session under the lights, it is far from certain that the game will be extended to a fourth day.