Australia, deprived of Glenn McGrath following a freak warm-up injury, weathered a battering before dismissing England for 407 on an enthralling opening day of the second Test in Birmingham, on Thursday.
Australia looked set for a tricky 20 minutes batting before the close only for rain to end play early.
That spared one possible problem but McGrath is a major doubt for the third Test starting at Old Trafford next Thursday.
The home side, 1-0 down in the five-match series after being outclassed at Lord's, dominated the morning and afternoon, galloping at a one-day pace to reach 289 for four at tea.
Marcus Trescothick led the way with 90 in an opening stand of 112 before Kevin Pietersen, with a run-a-ball 71 and Andrew Flintoff, with an even quicker 68 including five sixes and six fours, put on a century stand for the fifth wicket.
But the world champions, who put England in on a slow-paced Edgbaston pitch, kept chipping away to take the last six wickets for 117. Shane Warne cleaned up the tail to take four for 116.
It was England's best score on the first day of a Test against any opposition since the Second World War. They scored at more than five an over throughout, their batsmen hitting 10 sixes and 54 fours in 79.2 overs.
PRETTY GOOD
Flintoff said: "It was a pretty good wicket. After last week it's given us something to bowl at, although it would have been nice for someone to get a century. It was great batting with Kevin. If we do bat together, we're going to score quickly."
Pietersen, who has now hit three half-centuries in his first three Test innings, said: "I was thrilled for Freddy to get back in the runs. I just played second fiddle to him. It was good to watch him."
The 35-year-old McGrath, the man of the match in the first Test with nine wickets, stepped on a cricket ball during a game of touch rugby and damaged ligaments in his right ankle.
He is targetting at worst the fourth Test starting at Trent Bridge in Nottingham on August 25.
Michael Kasprowicz, McGrath's replacement, took three for 80. "I had been expecting to drink some coffee and tea and eat a bit of cake and found myself playing, so it was a pretty amazing day for me. I didn't place the ball [under Glenn]," he said.
It was a less happy day for strike bowler Brett Lee who was hit for a string of sixes and ended with one for 111 off 17 overs.
STARK CONTRAST
England's approach on Thursday was in stark contrast to the first Test when, strangled by McGrath and Warne, they made only 155 in their first innings and 180 in the second.
This time there were early boundaries to all parts, Trescothick hammering three of them off Lee through extra cover in the third over of the day.
When Jason Gillespie did get it right, the edge from Andrew Strauss's bat skimmed low to first slip where Warne failed to hold on to the chance with his left hand.
Even Warne could not help initially.
Strauss, who made 48 in an opening stand of 112, kicked away his first three balls, then drove him over his head for four. Next over, there were two more Strauss boundaries.
Trescothick joined in with a straight drive for six then, in the final over before lunch, with an upper-cut six off Lee and three more fours as 18 came off six balls.
But after lunch England slid from 164 for one to 187 for four. Trescothick, with two sixes and 15 fours to his name, followed a Kasprowicz leg-cutter and was caught behind.
SHORT BALL
Ian Bell departed in the same over for six with another edge behind and Michael Vaughan made 24 before he miscued a short ball from Gillespie.
England looked vulnerable, especially with Flintoff just clearing mid-off with his first scoring shot.
The all rounder, however, then outshone Pietersen with a series of mighty drives and pulls. Warne twice disappeared into the midwicket stands and Lee went the same way over square leg.
The final session was Australia's, though, even though most of England's lower order contributed.
Flintoff edged Gillespie behind without adding to his score and Geraint Jones, out for one, did the same off Kasprowicz off a rare lifter,
The fun, though, continued to the end, with Warne given one of several standing ovations when he conceded his 100th run. Realising why the crowd was cheering, he responded with a bow.
Steve Harmison (17) swatted the miserable Lee for six and Simon Jones (19 not out) followed suit off Gillespie for the 10th and final six of the innings.
The last two wickets put on 59, prompting chants of "Are you Bangladesh in disguise?" from a packed crowd.
