Australia's on-song pace attack has wrested control on day one of the third and final Test at the Wanderers Stadium in Johannesburg.
After stand-in captain Jacques Kallis won the toss and elected to bat first, South Africa has stuttered to 4-140 at tea with the tourists' bowlers on top.
The Proteas lost openers AB de Villiers (12) and Herschelle Gibbs (16) before lunch with Boeta Dippenaar (32) and Kallis (37) - playing in his first Test as captain - departing before tea.
Ashwell Prince is 24 not out with Jacques Rudolph unbeaten on 12.
After a watchful start, Gibbs - who had been promoted to face the new ball due to the absence of injured skipper Graeme Smith - and regular opening batsman De Villiers looked to have seen off Brett Lee's thundering opening spell.
But another lapse in concentration cost the 22-year-old opener his wicket.
Following a composed opening, he fell into the trap of chasing after Stuart Clark outside off stump and was caught by Damien Martyn at mid off.
A similar misjudgement saw Gibbs follow to first change bowler Michael Kasprowicz soon after.
After helping re-write the record books when the sides met at the Wanderers 20 days ago, Gibbs - who had edged the Queensland paceman through the slips earlier in his innings - was stuck on the crease as a seaming delivery cannoned into his unguarded middle stump.
Dippenaar and Kallis reconstructed the South African innings after the interval but continued to frequently play and miss as the pitch offered plenty for Australia's pacemen.
It seemed just a matter of time before Dippenaar - playing in his first Test since May 2005 - edged one with Adam Gilchrist handling safely to hand Clark his second victim.
Then with the score on 3-106, Lee produced an unplayable seaming delivery to clip Kallis' bails and send South Africa's most talented batsmen on his way.
In a fiery display, Lee has regularly topped 150kph with his fastest ball registering at 157.7kph.