Gloucestershire will be aiming to shock Australia A tomorrow after they moved into a promising position on day two of the three-day tour match at Bristol.
Having posted 331 for four declared in their first innings, the tourists dismissed Gloucestershire for 122 today to establish a first-innings lead of 209.
But they declined to enforce the follow-on and were then bowled out for 111 with Will Gidman claiming 4-25 to initiate a spirited fightback.
Chris Dent then registered an enterprising 56 from 63 balls, including nine fours and a six as the hosts reached the close on 162 for three.
The fourth-wicket partnership between hard-hitting Australian Dan Christian and Gareth Roderick is already worth 57 and Gloucestershire, with seven wickets standing, will resume needing a further 159 runs to complete what would be a remarkable victory.
If Australia A's intention was to afford their batsmen much-needed time at the crease by batting again, the strategy came badly unstuck as Gloucestershire's bowlers summoned a vastly-improved display to alter the complexion of the game.
There was little sign of what was to come when Usman Khawaja was brilliantly run out for six by James Fuller's throw from deep midwicket.
And 14 for one became 14 for two when skipper Steve Smith pushed at the next ball and was caught at second slip by Dent off Liam Norwell.
Gidman claimed two wickets in as many balls to further undermine the top order, producing a superb yorker to pin Phil Hughes lbw for 11 and then sending back first-innings centurion Nic Maddinson, who was strangled down the leg side.
Australian confidence was further shaken when Christian located Matthew Wade's outside edge and Tom Smith took a fine catch in the gully.
Jordan Silk was run out by Fuller's sharp throw from mid-off as he attempted a notional single, an act of folly that saw the tourists subside to 58 for six.
Fuller induced Ryan Harris to drive to mid-off, Chadd Sayers was bowled by Smith without offering a shot and Ashton Agar and Jackson Bird perished at the hands of Gidman as the tourists were dismissed in 35.1 overs.
Gloucestershire suffered a dramatic batting collapse of their own after resuming on 104 for five, losing five wickets for 18 runs.
South Australia paceman Sayers proved the main beneficiary of cloudy overhead conditions, returning figures of 5-24 in nine overs to knock over the tail, while leg-spinner Fawad Ahmed accounted for Benny Howell, who top-scored with 35 before slicing a cut shot to slip.