Melbourne: England dropped five catches — four of them off Victorian opener Michael Hill — as the visitors were 50-1 at stumps on the first day of a three-day tour match chasing the home state side's 212-6 declared.
Hill was unbeaten on 105, his maiden first-class century, after hitting 11 boundaries in his five-hour knock.
David Hussey was 67 not out from 104 balls and was dropped on 43. The pair added 147 for the third wicket over 175 minutes.
England will resume Saturday with captain Andrew Strauss on 17 and Ian Bell on 6.
Ashes test star Alastair Cook (27) asked Victoria fast bower Jayde Herrick to take off the black sweatband around his bald head in the fourth over of the innings.
The incident evoked memories of the time Australia's Dean Jones annoyed West Indies paceman Curtly Ambrose by asking him to remove his wristband during a one-day final 17 years ago.
Ambrose finished with figures of 5-32 and told the Australians: "You should never wake a sleeping lion."
Herrick didn't get that far on the first day, opening the bowling with Clint McKay and taking 0-22 from four overs.
Victoria had its revenge against Cook, who was caught behind off the bowling of spinner Jon Holland to leave England on at 39-1.
After winning the toss in sunny conditions, Victoria made slow progress in the first session, losing Ryan Carters (16) with the total on 19.
Tim Bresnan (1-56) made an early bid to take the place of injured quick Stuart Broad in the England team for next week's third Ashes test in Perth, removing Carters, caught behind in his first over and the 10th of the innings.
Victorian skipper Cameron White (23) played a poor shot as he charged down the pitch to spinner Monty Panesar (1-53) after lunch, lobbing a catch to mid-off after a 50-run partnership with Hill.
Left-hander Hill was dropped before scoring and on 21 by test wicketkeeper Matt Prior, who is not performing his usual duties in this game, handing over to back-up man Steven Davies.
Prior grassed a waist-high chance at third-slip in the opening over and fumbled a low chance at mid-wicket shortly before lunch.
Davies spilled a difficult chance with Hill on 62 and the batsman had a fourth life when on 92, missed at mid-on.