Captain Joe Root was among three English half-centurions but a sandy-haired Australian legspinner curbed the tourists' Ashes preparations on Wednesday.
Unheralded tweaker Daniel Fallins took four English wickets for the Cricket Australia XI on the opening day of the tour match in Adelaide.
England made 278-8 in the pink-ball fixture but while Root (58), Mark Stoneman (61) and Dawid Malan (63) thrived, opener Alastair Cook failed again.
After a second-ball duck in England's tour opener against a Western Australian XI last week, Cook mustered only 15 from 28 balls against a callow CA XI.
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Fallins, a 21-year-old making his first-class debut, took four consecutive English scalps including Root and Stoneman and finished with 4-71 from 21 overs.
The NSW rookie-listed spinner also dismissed England's first-drop James Vince (33) and Jonny Bairstow (nine).
Fallins' feats curtailed the English batsmen in their tune-up for the first Test against Australia starting on November 23 in Brisbane.
Stalwart Cook missed a chance for meaningful time at the crease, feathering an outside edge from an attempted forward defensive shot off the bowling of paceman Jackson Coleman (3-66).
Fallins then went on his wicket-taking ways as the tourists slipped from 1-85 to 5-195.
With just his fifth ball, the legspinner bowled Vince, who missed an attempted sweep shot.
After Root and Stoneman added 70 runs, the latter fell to a brilliant one-handed diving catch at midwicket by Jake Carter.
And just before the dinner break, Fallins ruined Root's plans of gaining pink- ball batting experience at night when the skipper top-edged a front-foot swipe and was caught at mid-off.
In the last session, Fallins had Bairstow caught behind, Chris Woakes (33) was caught at slip off left-arm quick Coleman.
Craig Overton was dismissed for a duck by Gurinder Sandhu (1-55) before Coleman outed Malan in the last over.
England, despite their fast bowling concerns, rested strike bowler Stuart Broad from the day-night game.
The Poms suffered a blow on the eve of the match when paceman Steven Finn was ruled out of the tour because a knee injury - he will be replaced by seamer Tom Curran.
Following the Adelaide game, England have another four-day fixture against a CA XI in Townsville from November 15 before the Ashes opener.