South Africa roared back into the second test at The Oval, dismissing England for 385 on day two, after the hosts were 267-3 overnight.
Matt Prior hit 60, from 90 balls with nine fours, but South Africa took England's last seven wickets for 134 runs.
Morne Morkel was the pick of the bowlers with figures of 4-74, while Dale Steyn (2-99), took two wickets in seven balls including that of Alastair Cook, who was bowled for 115 having added just a single to his overnight total.
Jacques Kallis claimed 2-38 and wicketkeeper AB de Villiers took five catches.
The key wicket of Cook came in the fifth over of the morning, when he played on to his stumps and was bowled by Steyn.
Steyn then removed Ravi Bopara, recalled for this match after a year out of England's test side.
Bopara lasted just six balls before he wafted his bat at a Steyn bouncer and was caught behind for a duck.
Having toiled throughout day one, South Africa's bowlers exploited the overcast conditions to swing the ball both ways and stifle the batsmen.
Steyn in particular looked like taking a wicket with every delivery, but in an inspired piece of captaincy Graeme Smith replaced him from the Vauxhall End with Jacques Kallis.
Kallis' fourth ball clipped the top of Ian Bell's off bail, bowling him for 13 and things could have been worse for England had Jacques Rudolph held a difficult chance when Prior edged Morne Morkel to gully.
Tim Bresnan (8) lasted 32 balls before he chopped Imran Tahir's third ball of the morning on to his stumps but having lost 4-59 during the morning session England countered after lunch.
Prior reached 50 with a straight drive off Vernon Philander, but Philander then bowled Stuart Broad for 16, ending a useful stand of 45 for the seventh wicket.
Prior eventually got the faintest nick to Morkel and was caught behind and Morkel wrapped up the innings four balls later when James Anderson (2) became de Villers' fifth victim.
AP