England lost openers Alastair Cook and Ian Bell as they looked to save their one-day international series against Australia in Sydney.
The opening duo put on a run-a-ball 50 for the first wicket, but England slowed noticeably once the spinners came on to be 82 for two after 20 overs.
Cook was in a hurry as he struck five fours and a six in his 35, from 36 balls, before Nathan Coulter-Nile had him caught at cover.
Bell was then the victim of a brilliant piece of David Warner fielding as he was caught short by a direct throw from deep point.
Ben Stokes, promoted up the order after Joe Root was dropped from the line-up, was struggling to provide the clean hitting his elevation suggested as he was unbeaten on 11 from 30 balls.
Australia spinners Xavier Doherty and Glenn Maxwell were proving hard to get away, as they conceded 29 runs from the 11th to the 20th over.
England have been criticised for not attacking the opening 10-over powerplay, but Cook and Bell immediately showed intent.
Cook was clearly eager to get a move on, as he followed a glorious lofted cover drive with a pulled six off Coulter-Nile in the fifth over.
The England skipper raced to 35, punching Doherty for consecutive fours when he was introduced early, before surviving a reviewed lbw decision.
Umpire Ranmore Martinesz initially raised the finger, but Cook's review revealed the ball was bouncing over.
The skipper failed to add to his score, however, and Bell could have even departed too when Aaron Finch dropped a sharp chance at short point.
Two balls later Cook was well held, by Maxwell at cover, when he tried to back-foot drive Coulter-Nile.
England then sent out Stokes, as further indication their plans to attack early had changed, but lost Bell to Warner's classy fielding.
Bell did not apparently sense any danger when he turned for a second but Warner, with one stump to aim at from deep point, caught him well short with a spearing throw.
That prompted an England go-slow, as Australia bowled their spinners Doherty and Maxwell in tandem.
England made two changes, for a game they must win to stay alive in the five-game series, with Root replaced after managing just six runs in his previous three innings.
Off-spinner James Tredwell took his place - meaning England went in with a bowler extra - while Stuart Broad returned from his two-game break for Boyd Rankin.
Australia were without Ashes hero Mitchell Johnson.
George Bailey failed to recover from a hamstring injury suffered in the one-wicket win in Brisbane on Friday while Clint McKay was omitted.
In their places, James Pattinson and Dan Christian were given their first appearance of the series alongside Doherty.
Cook won the toss for the third straight time and again opted to bat first.