Adelaide - Dawid Malan top-scored with 63 as England struggled to 278 for eight on the opening day of their four-day tour game against a Cricket Australia XI in Adelaide on Wednesday.
The Middlesex left-hander hit seven fours in his 128-ball stay before he was dismissed four balls from the end of play in the day/night match, attempting to steer Jackson Coleman through point only to be caught at slip.
Opener Mark Stoneman hit 61 and skipper Joe Root made 58 but former captain Alastair Cook failed again with just 15.
Malan helped revive the innings after the tourists had slumped to 195 for five following Jonny Bairstow's dismissal for nine in the 62nd over.
Malan put on 76 for the sixth wicket before Chris Woakes fell for 33.
A total of four wickets fell in the final night session of play at Adelaide Oval, where the first day-night Ashes Test takes place next month.
Young NSW leg-spinner Daniel Fallins rocked the tourists by taking the wickets of Mark Stoneman, James Vince (33), Root and Bairstow to finish the day with four for 71 off 21 overs.
"I was quite nervous last night, but getting a wicket in my first over really settled the nerves and the boys really got around me so that was good," Fallins said.
Cook's lean start to the tour continued when he was again dismissed cheaply in the seventh over.
After a second-ball duck in England's tour opener last week against a Western Australian XI in Perth, Cook faced only 28 balls. He was dismissed when feathering an outside edge from an attempted forward defensive shot off paceman Jackson Coleman.
Vince was bowled by Fallins when attempting a sweep shot from the spinner's fifth ball and Stoneman fell to a brilliant one-handed diving catch at mid-wicket by Jake Carder.
And just before the dinner break, Fallins claimed Root when the skipper top-edged a front-foot swipe and was caught by Ryan Gibson at mid-off.
England, who have lost paceman Steve Finn for the tour with a knee injury, rested strike bowler Stuart Broad.
Following the Adelaide game, they have another four-day fixture against a CA XI in Townsville from November 15, before the first Test against Australia starts on November 23 in Brisbane.