The tourists, with all the momentum after Alastair Cook's record-breaking innings of 244 not out, snared the wickets of Cameron Bancroft and Usman Khawaja to send the jitters through the home side.
At lunch, the Australians were 70 for two with David Warner on 28 and Steve Smith not out four.
Bancroft hit four fours before he chopped Chris Woakes on to his stumps on 27, while Khawaja was caught behind off James Anderson for 11.
Anderson was caught by Bancroft at bat-pad off Pat Cummins for a duck to end the innings. Cummins finished with four for 117.
It meant that Cook achieved the highest score of anyone carrying his bat -- the rare feat of batting throughout the innings -- in Test cricket, bettering New Zealand's Glenn Turner's 223 not out against the West Indies in Kingston in 1972.
The last Englishman to carry his bat through a Test innings was Mike Atherton's 94 in New Zealand in 1997, while Geoff Boycott last carried his bat through an Ashes innings with an unbeaten 99 in Perth in 1979.
Cook's fifth double-century also catapulted him above West Indian Brian Lara to become the sixth highest run-getter in Test cricket with 11,956.
England have the two remaining days of the Melbourne Test to get a result and win their first Test of the series after relinquishing the Ashes in the first three losing Tests.
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