England took a lead 85 into lunch thanks to some good batting from Joe Root, but Australia will feel they had the better of the morning session.
Mitchell Johnson got two wickets early on, while Mitchell Starc and Nathan Lyon took one apiece.
Moeen Ali and Stuart Broad were the two not out batsmen for the hosts, as they reached 221-7.
Mitchell Johnson earned the wickets of Jonny Bairstow and Ben Stokes early on day two.
The Australian bowled two superb bouncers, which the Englishmen found unplayable.
Joe Root made 63 before Mitchell Starc had him caught at first slip by Adam Voges.
Following their departure from the crease, Root and Jos Buttler dug in to progress the innings to 182-6.
England took control of the Third Test at Edgbaston by dismissing Australia for just 136 in less than 37 overs on day one.
Jimmy Anderson picked up six wickets, as the tourists struggled with the Lancastrian's swing.
Only Chris Rogers came out of the innings with any credit with the bat, hitting 52 before being trapped LBW by Stuart Broad.
Jimmy Anderson has five wickets to his name, leaving Australia on 99-7 when rain stopped play just before 3pm.
Jimmy Anderson removed Adam Voges, Mitchell Marsh and Peter Nevill in quick succession to leave Australia on 86-6 on day one in Birmingham.
Nevill was Anderson's fourth wicket when the Lancastrian struck his off-stump after the Australian left the ball.
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England seamer Steven Finn could be set for a Test recall, with Mark Wood a doubt for Wednesday's third Ashes clash at Edgbaston.
Durham seamer Wood has played both matches against Australia but was hampered by an ankle complaint in the crushing defeat at Lord's and his hit-and-miss fitness record over the course of his career could count against him.
Finn is the spare paceman in the squad and will feature if Wood is rested.
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Joe Root believes Jonny Bairstow can show his ability in the the Ashes after being called up to replace Gary Ballance.
Bairstow is the leading run-scorer in the County Championship, but has previously struggled to perform at international level, something Root thinks he can put right.
It's never easy to come into such a big series - but he's averaging a hundred, with five hundreds under his belt.
He'll be desperate to carry on the great form he's shown this season so far.
Jonny will be so excited and he couldn't be in better form...he'll be determined to emulate that on the highest stage.