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Australia's remarkable Ashes fightback left England staring at a first innings total of 527 for seven on Friday and the loss of two late wickets on day two of the third Test made the task look even more imposing.
England were 52 for two at stumps after painstaking play.
With his under-pressure side 2-0 down in the five-match series, Australia captain Michael Clarke earlier led from the front and moved on from his overnight 125 to craft a near chanceless 187 - his highest Test score against England.
His bold declaration after tea caught many at Old Trafford on the hop but his statement of intent was heeded by his bowlers, who kept things tight against nervous England batsmen.
England captain Alastair Cook was unbeaten on 36 and Jonathan Trott on two after Lord's centurion Joe Root edged in-form quick Peter Siddle behind for eight from 57 deliveries and nightwatchman Tim Bresnan (1) seemed to do the same.
However replays suggested no nick, but he did not review.
Cook survived on 15 when he edged returning off-spinner Nathan Lyon onto wicketkeeper Brad Haddin's knee and the ball dropped just short of a flat-footed Clarke at slip.
But Clarke's day was to be remembered for his batting as he further inspired his side before finally falling when tiredness got to him. He was bowled, awkwardly playing on to Stuart Broad.
Australia had not bagged a century in the series but Clarke, who hit Bresnan for three straight fours as he passed 150, began to turn the tables on those who laughed at his prediction of a 3-2 series win after the second test humbling at Lord's.
His wicket was Broad's 200th in Test cricket but it was scant consolation for England, who have laboured under the Old Trafford sun and saw Steve Smith (89), Chris Rogers (84), Haddin (65 not out) and Mitchell Starc (66 not out) rack up handy scores on a largely flat pitch.
Graeme Swann did take five for 159, removing Smith when the number five gave away his wicket by skying a top-edged sweep to Jonny Bairstow in the off-spinner's first over of the day.
WARNER TAUNTED
His dismissal prompted the return of David Warner.
The left-hander punched England's Joe Root in a Birmingham bar during June's Champions Trophy, leading to a ban from the Australia side, but he was drafted back in for this Test with the batsmen previously struggling.
Warner was widely booed and taunted from the packed stands as he walked to the crease.
He was initially watchful but got a thick edge on five off Swann, the ball hitting wicketkeeper Matt Prior's knee and bouncing up for slip Jonathan Trott to take the catch.
Warner conferred with Clarke and reviewed, but replays showed a clear nick and there was nothing wrong with the catch.
Warner's review came after controversy on Thursday when Usman Khawaja was given out by the on-field and third umpires despite not appearing to edge Swann behind. Cricket Australia asked the ICC for clarification over the "incorrect" call.
The jubilant crowd waved Warner back to the dressing room with glee, leaving Haddin to come in and steady Australia.
He had a bit of luck when his inside edge was dropped on 10 by Prior off the unusually misfiring James Anderson, who ended with nought for 116 on his Lancashire home ground.
Clarke, who won the toss, then got out and left the field to wild applause from the posse of green and gold clad Australians in the vast temporary stand at the revamped Manchester venue.
Siddle (one) was Swann's fifth victim when bowled as spin looked to be the way forward for the rest of the Test, with Lyon impressing and pacemen struggling to extract reverse swing.
Early rain hit famously wet Manchester but the sun came out just before the start. Showers are possible on Saturday though, with the damp bowlers' footholes already causing problems.
EVENING SESSION
It's been an eventful day for Australia. Skipper Michael Clarke's 187 and a late partnership from Brad Haddin (65 not out) and Mitchell Starc (66) took Australia to a commanding 527 for seven before declaring the innings.
England faced a tough day in the middle with Australian bowlers bowling a tight line as they tasted success twice leaving the visitors at 52-2 in 30 overs at stumps trailing by 475.
England trying to ensure they lose no more wickets. Australia tighting up the field. Eng 51-2 in 29 overs.
England lose another. Australia are keeping the pressure going. Replays show the ball brushed past Bresnan's troushers. He did not ask for a revive. Eng 49-2 in 27.3 overs.
T Bresnan c Haddin b Siddle 1 (15b 0x4 0x6)
England 48-1 in 26 overs. Nightwatchman Bresnan doing well there.
Australia after keeping it tight all the while taste success. Brilliant bowling from Siddle to end Root.. Eng 47-1 in 24 overs.
J Root c Haddin b Siddle 8 (57b 1x4 0x6)
Another maiden over. Cook, Root just ensuring they remain in the middle till end of day's play. Eng 47-0 in 22 overs.
Root scores his first boundary. Eng 47-0 in 22 overs.
Cook looking poised on 28. Root has just got 4 from 47 deliveries. Eng 37-0 in 20 overs.
Four runs from leg byes. Eng 28-0 in 16 overs.
Runs coming occasionally. But England ensuring they don't lose wickets today. Eng 24-0 in 15 overs.
Just one run of Lyon's over. Eng 22-0 in 13 overs.
Two successive maidens. Eng 21-0 in 11 overs.
Runs come finally with Cook getting a boundary. Eng 21-0 in 9 overs.
Another maiden over. England 17-0 in 8 overs.
Maiden over from Lyon. England 17-0 in 7 overs.
One run from the over from Starc. England 17-0 in 6 overs.
England are 16-0 in 5 overs.
England skipper gets another boundary. Eng 14-0 in 3 overs.
Cook gets his first boundary. Eng 7-0 in 2 overs.
Harris to bowl for Australia. Cook and Root to open for England. Eng 1-0 in 1 over.
AUSTRALIA INNINGS
So the declaration has come. England will have 32 overs to face today. The follow-on target is 328. Aus 527-7 in 146 overs.
Still a minimum of 35 overs remaining for the day. Australia rushing for runs. Aus 524-7 in 144 overs.
Starc on 62. Australia 521-7 in 144 overs
AFTERNOON SESSION
Michael Clarke carried the weight of Australian cricket on his shoulders with immense tenacity as he plundered 187 in their mammoth 507 for seven at tea on the second day of the third Ashes Test on Friday.
The captain led from the front with his under-pressure side 2-0 down in the five-match series and he racked up his highest test score against England before tiredness finally got to him and he was bowled, awkwardly playing on to Stuart Broad.
Rain hit famously wet Manchester before play but the sun came out just in time to greet the players. Showers are possible on Saturday, however, with the damp bowlers' footholes already causing problems.
A boundary from Star takes Australia past 500. Another smashing hit to the fence gets his half century. Aus 507-7 in 142 overs.
Starc is on 45. The partnership has quickly reached 65. Aus 495-7 in 140 overs.
Australia 486 for 7 in 138 overs.
Haddin scores his half century. Starc already reaches 35 from 36 balls. Aus 479-7 in 136 overs.
Starc gets aggressive. Gets back to back two boundaries. Aus 471-7 in 135 overs.
Boundaries come frequently now. Aus 460-7 in 134 overs.
Haddin on 47. Aus 452-7 in 133 overs.
Starc scores a four. Aus 444-7 in 131 overs
Maiden over from Broad. Aus 439-7 in 130 overs.
Haddin on 39. He will look for some quick runs to swell the total. Aus 439-7 in 129 overs.
Swann picks his third wicket for the day. Aus 434-7 in 127 overs.
P Siddle b Swann 1 (6b 0x4 0x6)
Broad stops Clarke at 187. A fine knock comes to an end as gets a standing ovation from the crowd. Aus 427-6 in 125.2 overs.
M Clarke b Broad 187 (314b 23x4 0x6)
Clarke is on 187, Haddin on 34. The partnership reaches 62. Aus 427-5 in 125 overs.
At this stage, Clarke surely has the declaration on mind. He needs another 15 for his double. Aus 421-5 in 123 overs.
Clarke reaches 180. Aus 417-5 in 122 overs.
Haddin gets a boundary and he moves to 27. Aus 409-5 in 120 overs.
Seven runs from that over takes Australia past 400. Aus 403-5 in 119 overs.
Clarke inching closer to his double century. Haddin providing him the right support. 395-5 in 117 overs.
MORNING SESSION
Australia continued to build a big score by reaching 392 for five at lunch on the second day of the third Ashes test on Friday with Michael Clarke bringing up his 150 but pantomime villain David Warner going cheaply.
Captain Clarke is leading from the front with his under pressure side 2-0 down in the five-match series and he moved on to his highest Test score against England of 168 not out, smashing Tim Bresnan for three straight fours as he topped 150.
Warner punched England's Joe Root in a Birmingham bar during June's Champions Trophy, leading to a ban from the Australia side, but the aggressive left-hander was drafted back in for this Test with the batsmen previously struggling.
He was widely booed and taunted from the packed stands at Old Trafford as he walked to the crease after Steve Smith had given away his wicket for 89 when he skied a top-edged sweep to Jonny Bairstow in spinner Graeme Swann's first over of the day.
Warner was initially watchful but got a thick edge on five off Swann, the ball hitting wicketkeeper Matt Prior's knee and bouncing up for slip Jonathan Trott to take the catch.
Warner conferred with Clarke and decided to review, but replays showed a clear nick and there was nothing wrong with the catch.
The jubilant crowd waved Warner back to the dressing room with glee, leaving Brad Haddin to come to the crease and steady Australia with an unbeaten 18, although his inside edge was dropped by Prior off the otherwise misfiring James Anderson.
Warner's review came after major controversy on Thursday when Usman Khawaja was given out by the on-field and third umpires despite not appearing to edge Swann behind. Cricket Australia asked the ICC for clarification over the "incorrect" call.
Rain hit famously wet Manchester before play but the sun came out just in time to greet the players. Showers are possible later and on Saturday, however, with the damp bowlers' footholes already causing problems.
Haddin gets a boundary. Aus 390-5 in 114 overs.
Australia are 384-5 in 113 overs.
Haddin is in, Clarke on 163. Aus 378-5 in 111 overs.
Another success for Swann. Warner is caught at slips. But he takes a review which does not help at all. Aus 365-4 in 108.4 overs.
D Warner c Trott b Swann 5 (10b 1x4 0x6)
Three successive boundaries which also took Clarke past 150 as Bresnan looks disappointed. Aus 361-4 in 108 balls
Warner comes to bat. Boos can be heard. Aus 347-4 in 106 overs.
That was totally uncalled for from Smith. He was on 89. England pick their firstt wicket of the day. Aus 343-4 in 105 overs.
S Smith c Bairstow b Swann 89 (196b 8x4 0x6)
Clarke for a moment gets aggressive. But does not get the shot right as it just gets past Anderson at mid off to a boundary. Aus 341-3 in 104 overs.
A maiden over from Bresnan. Aus 333-3 in 102 overs.
100 overs up and Australia are in a fine position. Partnership crosses 200. Aus 331-3.
Australia playing it easy and England pacers hunt for a wicket. Aus 326-3 in 99 overs.
That's two beautiful successive boundaris from Clarke. Aus 320-3 in 97 overs.
Three maidens in a row. Aus 312-3 in 96 overs.
A fine boundary from Smith. Aus 312-3 in 93 overs.
Three runs for Smith. Aus 307-3 in 92 overs.
Clarke and Smith will take time to settle in on the start of Day 2. Aus 304-3 in 91 overs.
Australia for the first time in the Ashes series looked to be on top after skipper Michael Clarke led from the front scoring an unbeaten 125 to put Australia in position of strength at 303 for three on Day 1.
He is accompanied by Steven Smith who is unbeaten on 70 as the duo has put on an unbroken partnership of 174 for the fourth wicket.
Australia will look to continue with the good work as England will eye for some quick wickets on Day 2 at Old Trafford, Manchester.
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