Australia A's bowlers were put through a hard day of toil as the England Lions reached 3-274 on day one of the four-day tour match at the MCG.
The Lions were struggling at 3-55 after Zak Crawley, Keaton Jennings, and Sam Northeast all fell cheaply.
Jack Wildermuth snared two of those wickets, with Jackson Bird collecting the other.
But there would be no more joy for Australia A for the next 64.4 overs as opener Dominic Sibley (108no off 250 balls) and Dan Lawrence (125no off 208 balls) took control of the contest.
Paceman Michael Neser (0-74), spinner Mitchell Swepson (0-42), and Mark Steketee (0-54) all went wicketless.
Wildermuth finished with 2-44 from his 13 overs, while Bird was economical with 1-53 from 22 overs.
Australia A will be aiming to return serve when they get the chance to bat, with the likes of Marcus Harris, Usman Khawaja, Nic Maddinson, Kurtis Patterson, Moises Henriques, and Josh Inglis all in the home side's line-up.