Captain Joe Root was among three English half-centurions but a sandy-haired Australian leg-spinner curbed the tourists' Magellan 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 8-278 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 the CA XI.
Fallins, a 21-year-old making his first-class debut, took four 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.
"Some of the dismissals we had today were a touch on the sloppy side, so it was a little bit frustrating more than anything that we didn't kick on and probably have a couple of hundreds scored out there today," Stoneman said after play.
"Everyone got a bit of time in the middle, so that was encouraging, but we also need to be scoring hundreds, and big hundreds.
"So there are lessons to be learnt from today."
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 with the edge rebounding off the shoulder of Jason Sangha at second slip before being pouched by Matt Short.
England, despite their fast bowling concerns, rested strike bowler Stuart Broad from the day-night game.
England 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.
2017-18 International Fixtures:
Magellan Ashes Series
First Test Gabba, November 23-27. Buy tickets
Second Test Adelaide Oval, December 2-6 (Day-Night). Buy tickets
Third Test WACA Ground, December 14-18. Buy tickets
Fourth Test MCG, December 26-30. Buy tickets
Fifth Test SCG, January 4-8 (Pink Test). Buy tickets
Gillette ODI Series v England
First ODI MCG, January 14. Buy tickets
Second ODI Gabba, January 19. Buy tickets
Third ODI SCG, January 21. Buy tickets
Fourth ODI Adelaide Oval, January 26. Buy tickets
Fifth ODI Perth TBC, January 28. Join the ACF
Prime Minister's XI
PM's XI v England Manuka Oval, February 2. Buy tickets
Gillette T20 INTL Series
First T20I Australia v NZ, SCG, February 3. Buy tickets
Second T20I – Australia v England, Blundstone Arena, February 7. Buy tickets
Third T20I – Australia v England, MCG, February 10. Buy tickets
Fourth T20I – NZ v England, Wellington, February 13
Fifth T20I – NZ v Australia, Eden Park, February 16
Sixth T20I – NZ v England, Seddon Park, February 18
Final – TBC, Eden Park, February 21