A batting collapse on the first afternoon saw Warwickshire surrender the initiative in their LV County Championship Division One relegation battle with Surrey at Edgbaston.
Warwickshire appeared well set to post 400 in the first innings for only the second time since early May when Michael Powell and Jim Troughton added 149 in an entertaining third-wicket stand.
But Warwickshire were dismissed for 285, losing their last eight wickets for 92, in a collapse which was the result of accurate swing bowling by Chris Jordan, Matt Nicholson and Jimmy Ormond and some tentative batting.
Surrey, who climbed out of the bottom two after last weekend's innings win over Hampshire, were wayward in the morning session and gave Troughton two lives in the slips.
But they bowled better lengths and tighter lines after lunch and undermined Warwickshire when Troughton gloved a leg-side catch to wicket-keeper Jon Batty.
Troughton, who struck 12 fours and a six, was followed in the next over by Powell.
The former Warwickshire captain appeared in no trouble as he completed a fluent first Championship 50 in two years and looked to be pushing on to his first century since April 2005.
But Powell got in a tangle against Jade Dernbach and succeeded only in spooning a catch to mid-on. Powell struck 12 fours from 156 balls.
Surrey seized their opportunity to expose a batting lineup lacking form and confidence. Alex Loudon steered Ormond to gully and the former Derbyshire spinner Ant Botha managed only a single before he was lbw heaving at Surrey debutant Murtaza Hussain.
Hussain, a 32-year-old England-qualified off-spinner, has taken more than 500 wickets in first-class cricket in Pakistan and was called up for a surprise appearance here after Indian international Harbhajan Singh withdrew with a foot injury.
The collapse accelerated when Alfonso Thomas was brilliantly held by James Benning at point then Tim Ambrose and debutant Chris Woakes perished in Jordan's next over.
Ambrose, captaining Warwickshire in the absence of England international Darren Maddy, holed out to deep square and Woakes, an England Under-19 international, edged to gully.
Murtaza mopped up annoying resistance from Neil Carter and Jimmy Anyon was bowled sweeping.
Carter, who has been offered a new one-year contract having been told last month that he had no future with Warwickshire, struck back when Scott Newman nibbled an away swinger to Ambrose.
Batty was fortunate to survive the day as he edged the ball from Carter into his stumps but the bails were not dislodged.
He was then dropped by Powell at first slip off Thomas as Surrey made jittery progress to 41 for one.