Star quick Scott Boland has struck twice before stumps to put Victoria on top in their Sheffield Shield clash with ladder-leaders South Australia.
After Victoria made 285 on being sent in on a green pitch at the Junction Oval, SA slumped to 2-40 at stumps on Thursday.
Captain Nathan McSweeney (9*) and Jason Sangha (19*) will attempt to dig their team out of trouble when they resume on Friday.
A win in Melbourne would secure SA a home final as they hunt a first Shield title in 29 years.
Victoria's Campbell Kellaway (79) batted superbly after losing his opening partner Marcus Harris in the second over of the day.
Kellaway and debutant Blake Macdonald (45) put on a 122-run stand before SA hit back by taking 4-16, including 3-0.
But some important middle and lower order runs from Sam Harper (44) and Xavier Crone (34*) ensured Victoria ended with a solid total on a difficult surface.
Despite entering the second-last round in fourth, Victoria still have a good chance to qualify for the final.
Henry Thornton (4-42) and Jordan Buckingham (4-70) did the damage with the ball for SA.
Boland, who starred for Australia in the Border-Gavaskar trophy but missed out on playing a Test in Sri Lanka, bowled SA opener Conor McInerney with the last ball of the first over of the innings.
SA attempted to contain Boland's brilliance, but Henry Hunt was caught for 1 as they collapsed to 2-8.
McSweeney and Sangha were able to steady and survive until stumps.
