Jacques Kallis and Hashim Amla completed classy centuries before the Proteas seam attack claimed three wickets in the final session to put South Africa in charge of the first Test at the Gabba on Sunday.
South Africa posted 450-9 (with J-P Duminy unable to bat) and the home side replied with 111-3.
Amla resumed on 90 with Kallis on 84 and South Africa’s most prolific batting partnership completed their 17th and 44th Test centuries respectively with few alarms under grey, morning skies. Amla could consider himself unlucky to be given out lbw for 104 from 244 balls with seven fours and a six when a delivery from Peter Siddle was shown to be passing comfortably over the top of the stumps.
Curiously, the two batsmen decided not to review the decision although there was no doubt about Rob Quiney’s catch in the gulley which sent Kallis back to the change room for 147 from 274 deliveries with 14 boundaries and a six.
Among Kallis' best strokes were three scooped cut shots when he rocked back hoisted the ball high over gully.
In the twilight of his illustrious career there is a freedom of expression abiout his batting that has come with not having the drag of the ball and chain of being the side's batting rock.
AB de Villiers (40) reached the 40s for the fourth time in the last four Tests but again failed to reach 50 when he lashed a long hop to cover point and Jacques Rudolph (31) unselfishly lost his wicket with a lofted drive to cover in pursuit of quick runs with a declaration imminent.
James Pattinson was the pick of the Australia attack with 3-93 from 34 overs although there was a brace of victims for Ben Hilfenhaus, Peter Siddle and Nathan Lyon.
Dale Steyn struck almost immediately when Australia began their reply with 26 overs remaining on day three.
It took Australia 124 overs to get a catch in the cordon but South Africa needed just 4.4 when Dave Warner edged to Kallis at second slip.
Debutant Rob Quiney managed an early four but pulled in the air to Steyn at fine leg who showed admirable poise to toss the ball in the air as he was stepping behind the rope and catch it when he stepped back in.
Steyn pointed his finger to the crowd as he celebrated a catch which would have been considered freakish in the pre-Twenty20 era.
Resillient Ed Cowan on 49 and skipper Michael Clarke 34 launched a robust late day fightback but Australia simply have not looked the same class as South Africa in this match.
Australian media focus will centre not on the brilliance of the South Africans but the worrying failure of the bowlers to threaten South Africas top order who looked like the polished unit their records insist they are.
Veteran Ricky Ponting (0), who slaughtered India last season, is suddenly feeling the blowtorch again after his third duck in four innings against South Africa.
Ponting turns 38 next month and has managed one score of 10 in his past five innings against South Africa.
Australia looked in grave danger of tumbling towards an horrendous position at 3-40 before the late revival.
Australian pulse rates quickened when South Africa called for the use of the DRS after Cowan feathered down the leg side on 47 off Morne Morkel and was given not out.
However the review showed that Morkel had delivered a no-ball by a fly's fingernail so the decision did not have to be examined.
With two days to play - including two hours to be made up through extended playing hours - the chances of a result are still very much live with the follow-on figure of 250 a potentially decisive number.
Rory Kleinveldt had a forgettable first day as a Test bowler as Cowan spanked his short, wide offering to the fence four times - three cuts and a pull - before he was taken out of the attack.