Having been skittled for only 154 on Friday the home side looked in all sorts of trouble when England claimed the lead for the loss of only two wickets, but a collapse of 4 for 3 left the tourists at 222/7 and leading by 68 with two days remaining.
Rosalie Birch (1) and Laura Marsh (2) were at the crease at stumps.
England was in some early trouble at 26/2 before skipper Charlotte Edwards (94) and Claire Taylor (79) shared a huge 159-run stand for the third wicket to take their side past Aussie first innings total.
However Lisa Sthalekar dragged Southern Stars (Australia) back into the match plucking three wickets in as many overs with the new ball late in the day.
Pune-born Sthalekar plucked 3/39 from 19 overs and debutant Perry 2/46 from 20 while Shelley Nitschke claimed the lone wicket of Lydia Greenway.
England resuming at the overnight score of 22/0, lost both the openers in consecutive overs as Perry got the better of Caroline Atkins (15) and in the following over Anna Sampson castled Beth Morgan (10) to reduce the tourists to 26/2.
That was to be all the joy the hosts enjoyed for well over one session, the local attack forced to toil for another 61 overs before Perry finally brought about Edwards' downfall with the second new ball.
Sarah Taylor (19) joined Taylor and the duo added 31 for the fourth wicket to to take England past 200 before Sthalekar's devastating spell put breaks on English charge. Sthalekar removed the set batswoman Clarie Taylor, Sarah Taylor and Nicki Shaw.
Australia will be looking to clean up the English tail and set about erasing the first innings deficit when play resumes 'morrow
When play resumes on Sunday morning Australia will be looking to wrap things up quickly and set about erasing its first-innings deficit.
Brief Scores (D-2):
Australia Ist innings 154 Vs England 222/7 (Charlotte Edwards 94, Clarie Taylor 79; Sthalekar 3 for 39, Ellyse Perry 2 for 46).