England were made to work by the West Indies and Shivnarine Chanderpaul but remain in a dominant position after three days play in the Lord's Test.
After posting a first-innings lead of 155, England had the West Indies reeling at 36/3 after three wickets went down in nine balls for no runs.
When Adrian Barath was caught behind off Tim Bresnan, the tourists threatened to self-combust as first Kieran Powell hooked Stuart Broad down Ian Bell's throat, then Jonny Bairstow brilliantly ran out Kirk Edwards for a duck.
But depite losing Darren Bravo in the final session, Shivnarine Chanderpaul (34) and Marlon Samuels (26) dug in with an unbeaten partnership of 55 to reach the close on 120/4, still 35 runs behind.
Andrew Strauss earlier added just one to his overnight score as England lost their last seven wickets for 144, Ian Bell making the highest score of the day with a fluent 61.
The pitch looked flat as the sun came out and England will know they need to be patient in their search for victory, with two full days still remaining.
Ebb and flow
The hosts would have been targeting a lead of 250 plus at the start of the day, after Strauss' century put them into a dominant position.
Strauss departed early though, edging Kemar Roach through to Dinesh Ramdin. Debutant Bairstow came to the crease to a generous round of applause from an expectant Lord's crowd, not used to debutants in this era of English selection consistency.
His was to be a short stay however, despite some glimpses of his talent, trapped LBW by Roach for 16. It was a somewhat frantic affair; he hesitated and was made to rush for his first single, and he had to swap his bat early on after the toe broke, but nonetheless he appeared far from out of his depth.
Prior came in with obvious intent and played a couple of sparkling shots to the boundary, but with England still only 50 ahead it seemed a premature counterattack. His dismissal was a champagne moment contender though, Shannon Gabriel getting just reward for a day or so of fine effort - a first Test wicket which was greeted with a spectacular aeroplane celebration.
By the time England headed to the Pavilion for Lunch they had lost 4/82 in the session.
Ian Bell was superb throughout at the other end though, and he continued to put aside a poor winter with some deft shots - the pick of which was a fine late cut to the third man boundary off Darren Sammy.
He was joined by Graeme Swann - surely one of England's finest ever number tens - who flashed two of his first four balls to the point fence and hit six boundaries in a 25-ball cameo of 30.
Bell was the last man out for a well engineered 61, well caught at deep-square leg by Kieran Powell to give Gabriel his third wicket.
England set about the West Indies with the new ball, but once again found Powell and Barath in stubborn mood. Barath again was the pick, striking some fine boundaries, including a pushed on-drive to the Pavilion fence.
Tim Bresnan, who earlier fell for a duck and dropped a hard catch at third slip to follow his wicketless first innings, then provided the breakthrough in his first over, snaring Barath with a beauty which moved away up the slope and caught the edge.
It sparked a crazy ten minutes. Broad tempted Powell into a hook, which he played stiffly, straight into Bell's hands at deep-square-leg, before Bairstow sensationally ran out Kirk Edwards with a direct hit. The Yorkshireman ran around the ball from point and threw down the bowlers' end stumps. Edwards gone for a duck, the West Indies stuttering from 36/0 to 36/3 in nine balls.
England might have sensed an early finish, but this West Indies side are useful in a scrap and spend a fair amount of time in these kind of positions. Chanderpaul was, of course, the man to provide the core of the resistance and for a while Darren Bravo played neatly around him.
Bravo was bowled shouldering arms to a Swann arm-ball for 21, but Samuels, a relative veteran in this youthful West Indies line-up, picked up the mantle nicely to leave England with work to do on the fourth day.