Dawid Malan, Joe Root and Mark Stoneman made half-centuries but England lost three wickets late on day one of their day-night tour match against a Cricket Australia XI under the Adelaide Oval lights.
Stoneman (61) and Malan (63) passed 50 for the second time in as many innings on the tour of Australia, while captain Root (58) was also in the runs on a slow pitch as England closed on 278-8 just a couple of weeks before the first Ashes Test at the Gabba.
Young leg-spinner Daniel Fallins took 4-71 and left-arm seamer Jackson Coleman (3-66) claimed his third wicket with the pink ball by bizarrely removing Malan with what proved to be the final delivery on Wednesday.
Alastair Cook went without scoring in England's drawn opening warm-up match against a Western Australian XI and the former captain was caught behind off Coleman for only 15 early in the four-day contest.
Stoneman was dropped on 17 and went on to strike six boundaries in a 130-ball knock, while James Vince got a start after coming in at number three before he was bowled by Fallins for 33.
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Root took a positive approach but was caught attempting to hit Fallins over the top, the 21-year-old tweaker also getting rid of Stoneman and Jonny Bairstow (9).
Chris Woakes (33) offered support for Malan in a sixth-wicket stand of 76, but Coleman sent the all-rounder on his way before Craig Overton went for a duck and Malan was caught by Matthew Short coming in from gully after an attempted cut struck second slip on the shoulder and looped in the air.
Stuart Broad was rested as England prepared for the arrival of Tom Curran, who will replace Steven Finn in the squad after the paceman suffered a tour-ending knee injury.