South Africa took the upper hand on day one of the second Test, bowling England out for 203 before replying with 101-3.
England took two big gambles, making a shock selection in Darren Pattinson and asking Tim Ambrose to bat at six.
They were then bowled out in 53 overs, as the ball swung for Morne Morkel (4-52) and Dale Steyn, who took 4-76.
Kevin Pietersen top-scored with 45 but too many batsmen were out edging drives when they should have been playing more cautiously on the Headingley wicket.
England's total was less than half the average first innings score at Leeds in the last 10 years, a sorry indictment of how they had attempted to hit their way out of trouble - and paid the penalty.
They then saw the clouds lift after tea - at a time when they should still have been batting. Instead, South Africa came out to start their innings, and batting was a less taxing proposition.
But after the openers had cruised to 51-0, James Anderson and Andrew Flintoff, in his first Test for 18 months, got stuck in late in the day to leave the tourists with some thinking to do.
Unlike four of the five days of the Lord's Test, which finished in a sterile draw on Monday, this was a genuine contest between bat and ball.
The combination of thick cloud cover and a fresh wicket normally has seam bowlers champing at the bit in Leeds.
So it was no surprise that when Graeme Smith called correctly at the toss he chose to invite England to bat first.
But the big talking-point for much of the morning remained the selection of swing bowler Pattinson. Born in Grimsby, he grew up in Australia where he worked as a roof tiler while playing grade cricket for Dandenong in the outskirts of Melbourne.
At the age of 28, he made his first-class debut for Victoria and barely a year later he had been signed by Nottinghamshire.
A return of 29 wickets at an average of 20.86 saw him elevated not just above England's regular reserve bowler, Chris Tremlett, but also above three of the 2005 Ashes heroes - Simon Jones, Matthew Hoggard and Steve Harmison.
He replaced Ryan Sidebottom, laid low with back trouble, while Paul Collingwood was dropped to accommodate the fit-again Flintoff.
Play began 10 minutes late after a shower and openers Alastair Cook and Andrew Strauss weathered the early examination.
It took a poor decision from umpire Billy Bowden to separate the pair in the 12th over, Mark Boucher - who went on to take five catches - claiming a leg-side catch off Morkel.
The unlucky victim was Cook, who looked aghast to be given out, and the television technology suggested the ball had flicked his thigh and nothing else.
In the next over, Michael Vaughan edged his seventh delivery straight to Smith at first slip to give Steyn his first wicket - and England were in trouble at 27-2.
Strauss and Pietersen had rebuilding to do, and they had to overcome a moment of controversy when South Africa claimed a catch after AB de Villiers had clearly dropped a chance in the slip cordon, before scooping the ball off the turf.
Strauss, who nicked the delivery in question, could not last until lunch, as a thinner edge off Morkel was safely pouched by Boucher and at the interval England were 70-0.
The early afternoon exchanges featured a barrage of boundaries from Pietersen, who hit three fours off Steyn, including a thumped drive off the back foot through the covers.
But there was something too frenetic about the cricket, and Pietersen drove Steyn once too often, edging an easy catch to an ecstatic Smith.
Ambrose, with a Test match average of barely 30, struggled to cope with the demands placed on a Test match number six, and soon edged Makhaya Ntini behind.
Everything seemed to depend on Bell, who played some beautiful drives before failing to get to the pitch of a tempting delivery from Jacques Kallis, which he edged into his stumps.
Flintoff and Stuart Broad both produced breezy scores of 17 before edging drives - like so many of the previous batsmen had done - and Monty Panesar and last man Pattinson quickly departed
After the last seven wickets had fallen in a single, extended session it was Pattinson who shared the new ball with Anderson.
Dispiritingly for the hosts, they could barely get the ball to deviate off the wicket or move sideways in the air.
Pattinson was hauled off after just three overs and only in Anderson's second spell was a wicket finally taken, Neil McKenzie edging a ball that did very little to Flintoff at second slip.
By then, Flintoff was working up a head of steam himself with the ball, and had Smith (44) caught by Strauss at first slip from a ball that bounced a bit extra from round the wicket.
Anderson caught the out-of-form Kallis on the crease, the ball crashing into the stumps from a crooked inside edge, and it was nearly 76-4 when Vaughan dived forward from mid-off to catch Hashim Amla off Flintoff.
But South Africa's coach Mickey Arthur urged Amla not to cross the boundary rope and the umpires referred the decision to the TV official. With just enough doubt about whether the catch was cleanly taken, Amla lived to fight another day.
India batsman VVS Laxman's planned move to Nottinghamshire has fallen through after the deal was vetoed by the India Board of Control for Cricket (BCCI), the English county said.
