The first Test is delicately poised in Cardiff as Australia reached 5-264 at stumps on day two.
The tail order proved a thorn in Australia's side in the first session, putting on an extra 87 runs from the overnight score, before eventually being dismissed for 430.
Moeen Ali proved the most resistance, as he made 77 from 88 balls.
Mitchell Starc was the pick of the bowlers for Australia, claiming figures of 5-114, as Hazlewood snared three wickets and Lyon two.
Australia started well enough with the bat, as Rogers and Warner put together a 52 run opening stand, before the latter was caught at first slip off the bowling of Anderson for 17.
Smith and Rogers then began to look comfortable as the pair put together 77 for the second wicket.
Smith looked in control with some lovely shot making, before Moeen Ali made the crucial break through that turned the innings and perhaps the match in the hosts favour.
Smith advanced down the wicket to Ali as he had done for several boundaries earlier in his innings, when he produced a leading edge on 33 from a faster, flatter delivery that went straight into the hands of a waiting Alastair Cook.
Rogers continued to impress, as he was joined at the crease by captain Michael Clarke, before the 38-year-old was dismissed agonizingly short of his century. Rogers produced some brilliant cover drives that we have come to expect over the years to record his seventh consecutive Test half century. The veteran was caught by Butler off the bowling of Wood for 95 in an innings that included 11 fours and one six.
Clarke, like Warner and Smith before him made a good start and looked comfortable at the crease before going out for 38.
Clarke hit six boundaries in his innings, before he was caught and bowled by the unlikely hero of day two, Moeen Ali.
Voges then followed suit, as he made 31 before being caught by Anderson with a bunt to short cover.
It was the story of the day for Australia, with every batsman getting a start on the flat deck, without no one, bar Rogers, able to kick on and make a big score.
Shane Watson (29) and Nathan Lyon (6) then saw out the innings until stumps, with Watson charged with huge responsibility of building a competitive total for the tourists, with Australia precariously placed at 5-264, still 166 runs behind England's first innings total.
The selectors displayed a huge show of faith picking Watson for the first Test, and now is the time he needs to repay them with a fighting century just the tonic for his doubters and the Australian team.
Ali claimed two hugely important wickets on day two to receive huge plaudits from his critics, while Stokes, Anderson and Wood all grabbed one wicket each.
See the full scorecard at Cricket.com.au