Australia has taken control of the first Test against South Africa at Newlands after finishing day two with a healthy lead of 33 runs.
Resuming at 1-63, Matthew Hayden and Ricky Ponting quickly established a new Australian record for a second-wicket partnership against the Proteas with a stand of 154.
But when Ponting was caught in the deep off the bowling of Jacques Kallis just before lunch, the skipper's dismissal signalled a collapse as Australia slumped from 1-175 to 308 all out.
Kallis also grabbed the crucial wickets of Damien Martyn and Adam Gilchrist to finish with figures of 3-51.
However, starting its second innings with a deficit of 103, South Africa stumbled to 3-70 at stumps with Kallis (31) and Ashwell Prince (14) the not out batsmen.
Earlier, despite the Australians adding 112 runs before lunch, the morning session was dominated by the South African bowlers.
Ponting and Hayden survived countless chances as a host of edges and nicks evaded the fielders, wicketkeeper Mark Boucher a major culprit when he failed to react to a thin edge off the right-hander.
Ponting was even dropped on 61 by Andre Nel at deep backward square leg off the bowling of Andrew Hall before Hall himself snapped up the Australian captain at short cover for 74.
After the lunch break the tide turned as the edges started to find the fielders rather than the gaps.
South Africa's constant probing - a creditable display without back injury victim Shaun Pollock - eventually paid dividends with Hayden, Martyn and Mike Hussey all guilty of loose shots when Australia was firmly in control.
Hayden's luck ran out six runs short of his 26th international Test century when the opener mistimed a pull off Proteas paceman Makhaya Ntini.
Hussey (six) followed soon after the Aussies had taken the lead when he fell to Hall attempting a flamboyant cover drive - no less than the bowler deserved after troubling Australia's top order with a precision spell.
Then Martyn (22) chased a wide delivery from Kallis - the West Australian's first real false stroke on his Test recall - before Gilchrist (12) was sent packing after being cramped for room when the South African all-rounder switched to bowling around the wicket.
Andrew Symonds (55) posted his second Test half-century with a fourth massive six off spinner Nicky Boje before over-confidence cost him his wicket attempting a fifth the delivery later.
In South Africa's second innings, a fiery opening burst from speed merchant Brett Lee quickly reduced the hosts to 2-20.
In the space of three deliveries, AB de Villiers (seven) and a scoreless Herschelle Gibbs returned to the pavilion, a stunned Gibbs completely deceived by the pace of a Lee seamer which uprooted his off stump.
Shane Warne then got in on the action with his first wicket of the match when Graeme Smith (16) misjudged the spinner's third ball and was wrapped on the back pad in front of the stumps.