Rapid-fire centuries from Michael Clarke and David Warner put Australia on the cusp of victory in the first Ashes test on day three.
Opener Warner hit 124 runs off 154 balls while captain Clarke added 113 off 130 before deciding to declare on 401-7 after tea.
That set England the formidable task of 561 runs to win - a monstrous total considering the highest ever fourth innings runs chase is 418.
And it didn't get off to the best of starts for England as Michael Carberry - impressive in an otherwise dismal first innings for the tourists - was out for a duck.
Jonathan Trott then joined him in the pavilion for just nine, leaving England 24-2 at the close of play - a massive 537 runs short with two days still to play.
The forecast in Brisbane looks good as well so England face a monumental task as they look to avoid defeat.
Resuming on 65-0, England struck early to remove Chris Rogers and Shane Watson within the first half-hour, but a 158-run third wicket partnership between Warner and Clarke took the game away from Alastair Cook's side.
The England bowlers toiled in the Aussie heat, and the hosts piled on the runs after lunch, with Graeme Swann (2-135) in particular struggling to find his usual rhythm.
Clarke and Warner put their foot on the gas and powered up to reach their centuries at close to a run-a-ball - Warner celebrating particularly fervently - it's his first in an Ashes Test.
Stuart Broad (2-55) took the wicket of Warner, caught behind to Prior, while Chris Tremlett took 3-69 off 17 overs.
Facing 500+ to win, England had an hour after tea to hold off the twin Aussie attack of Ryan Harris and a rejuvenated Mitchell Johnson.
But any planned assault on the mammoth target soon took a back seat, as Pietersen and Cook were left to cling on until the close.
Carberry was clean bowled by Harris, while Johnson had Trott caught by Lyon leaving England on the verge of defeat.
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