England got a flying start in pursuit of an under-par 251 for seven, as they set their sights on a 2-0 NatWest Series lead over Australia at The Oval.
The hosts lost captain Alastair Cook lbw pushing forward to first change Clint McKay and Jonathan Trott bowled off an inside-edge as he advanced to Shane Watson. But they still raced to 81 for two in 15 overs.
Cook's opposite number Michael Clarke was forced into an early double change after Mitchell Johnson conceded 13 runs - including two fours and two no-balls - in his second over, and Brett Lee fared little better.
The introduction of McKay and Xavier Doherty brought a semblance of control, though still less than it seemed Australia required. Opener Watson's half-century had hinted at much better in their innings, after Clarke won the toss, only for them to stall alarmingly in the middle overs.
Watson (66) reached 50 with his eighth four at a run-a-ball but took another 30 over his last 14 runs, before George Bailey cashed in his lengthy reconnaissance in a career-best 65.
The tourists reached three figures in the 20th over. But there was just one boundary, for the loss of Clarke's wicket, in the next 10 overs as Graeme Swann in particular put the brakes on. Swann also got rid of Watson, unable to do any more than chip a straightforward catch into the wind to deep midwicket as he tried to revive the scoring rate.
Jade Dernbach took the new ball alongside Steven Finn, as the latter saw off the dangerous David Warner early. Watson had some fortune on his side, dropped by Trott in the gully on eight off Dernbach and twice surviving via DRS when Stuart Broad thought he might have him lbw.
He and number three Peter Forrest had to start again, after a half-hour rain stoppage midway through the 12th over. Broad interrupted any momentum, when he had Forrest deflecting the ball down the leg-side - where a diving Craig Kieswetter took a very good catch.
England's seamers were struggling to control their lines, bowling an extra over of wides in the first 16 as they tried to cramp Watson's off-side strokeplay and kept drifting down leg. But Ravi Bopara's part-time medium-pace immediately brought the substantial bonus of Clarke's wicket, caught behind off an inside-edge.
Thereafter, Watson and Bailey got stuck in, the latter reaching his second one-day international 50 in 72 balls. Bailey and David Hussey, brilliantly run out by Finn, did enough in a stand of 78 to just about keep Australia in the game. But Bresnan beat a Bailey heave for the first of two wickets in four balls.