Stuart Broad took four wickets as England skittled Pakistan to 99 all out on day one in Dubai, but their frail batting saw them reduced to 104-6 by the close.
England once again struggled against the Pakistan attack on a day in which a startling 16 wickets fell despite the pitch appearing to hold few demons.
Under pressure batsmen Kevin Pietersen and Ian Bell predictably fell to the spin of Abdur Rehman and Saeed Ajmal respectively, after Umar Gul had removed Alastair Cook and Jonathan Trott early on.
Skipper Andrew Strauss fought hard though, putting on 57 with Pietersen and surviving to reach the close on 41 not out with nightwatchman James Anderson unbeaten on 3 at the other end.
Broad was the standout bowler for England earlier in the day, as they took seven Pakistan wickets in the morning session after Misbah-ul-Haq had won the toss and decided to bat.
Anderson picked up the wicket of Tafueeq Umar in the first over, trapping him LBW with an in-swinger.
Broad then got in on the act, finding the edge of Azhar Ali and Younus Khan, who were both caught by Matt Prior, before successfully reviewing an LBW appeal to dismiss opener Mohammad Hafeez.
An Anderson in-ducker did for Misbah before Broad got his fourth wicket of the morning, that of Adnan Akmal who was one of nine men to fall LBW on the day. More LBWs have now fallen in this series than in any other three-match encounter.
The tail hung around briefly after Lunch, before a mixture of Swann, Panesar and Anderson cleaned them up - Gul the last man out to Anderson, who finished with 3-35.
England made another poor start to their innings when Cook wafted at a Gul delivery and was caught at slip, before Trott was LBW playing across the line to the same bowler.
Strauss and Pietersen rallied after the Tea interval, batting with aggression to bring their 50-partnership up off just 71 balls.
But after Pietersen fell in familiar circumstances - LBW to Rehman - England were once again transfixed by the Pakistan spinners.
Ian Bell was nicely stumped by Akmal after lunging at Ajmal and Morgan - despite showing his intention with a straight six - fell to a Rehman review.
Prior was bowled with the score on 98 before England limped into the lead in the dying stages.