Resuming on 238-6 with new batsman Chris Adams and Andrew Flintoff in the middle, the England tail did well to pass the 300-mark.
Poor light brought play to an end with 16 overs remaining, but Darren Gough and Andrew Caddick had notched up early wickets to leave the home side at 85-3.
England bowling coach, Bob Cottam, said: "Everything is coming on nicely.
Gough, in particular, followed that instruction to the letter, taking just six balls to make the opening breakthrough when he trapped opener Sven Koenig leg before back in his crease.
New-ball partner Caddick was less threatening but improved with every over until bad light cut short his session.
"Goughie is getting more rhythm every day and feeling fitter; Caddick took a while to get a bit of rhythm today - which is why he wanted to carry on bowling and he was very happy at the end of the day," said Cottam.
"Alex Tudor is also well in advance of what we expected at this time because he wasn't even supposed to start bowling until the 12th and he's well ahead of that."
Adam blow
The day had not begun well for England in the 25 minutes available before rain washed out the remainder of the first session, with Chris Adams suffering a painful blow on his right thumb from David Terbrugge before edging to slip for 19.
He was taken to hospital where X-Rays confirmed it was only bruised and as a precaution he did not take the field during the Combined XI's innings, while Gavin Hamilton was also struck on the hand during his battling 16.
Hamilton's 43-run partnership with Flintoff enabled England to pass 300, a more than satisfactory total on a wicket offering uneven bounce and movement with the new ball - a fact underlined by the start of the hosts' reply.
Dangerman
Gough struck in the first over but with Caddick struggling with his early rhythm, dangerous stroke-maker Neil McKenzie was able to race to his half-century off just 71 deliveries including nine boundaries.
Two of those came off Tudor's only over, which went for 10 runs, but by then Caddick had struck by having Bacher caught behind with a superb delivery which seamed away late.
To complete the tourists' satisfying day, Hamilton shrugged off the effects of his painful blow to trap Cullinan leg before to lift his hopes of edging out Tudor for the number eight spot in the Test line-up.
Scorecard:
England first innings (238/6 overnight)
M. Butcher lbw Smith 15
M. Atherton b Smith 81
N. Hussain b Terbrugge 1
M. Vaughan lbw Elworthy 85
A. Stewart c Pothas b Terbrugge 20
C. Adams v Van Jaarsveld b Smith 19
A. Caddick lbw Terbrugge 0
A. Flintoff b Elworthy 26
G. Hamilton c Van Jaarsveld b Terbrugge 16
A. Tudor not out 4
D. Gough c Eksteen b Elworthy 4
Extras (8b, 9lb, 15nb) 32
Total (all out, 112.4 overs) 303
Fall of wickets: 1-43, 2-44, 3-176, 4-218, 5-234, 6-235, 7-252, 8-295, 9-295.
Bowling: Smith 24-4-77-3 (8nb), Elworthy 26.4-5-73-3 (3nb), Terbrugge 30-6-67-4 (2nb), Masimula 11-0-33-0 (2nb), Eksteen 20-7-36-0, McKenzie 1-1-0-0.
Northerns-Gauteng XI first innings
S. Koenig lbw Gough 0
A. Bacher c Stewart b Caddick 4
N. McKenzie not out 56
D. Cullinan lbw Hamilton 11
M. Van Jaarsveld not out 5
Extras (4lb, 5nb) 9
Total (for three wkts, 29.1 overs) 85
Fall of wickets: 1-0, 2-37, 3-73.
Bowling: Gough 9-1-25-1, Caddick 12.1-5-25-1 (1nb), Tudor 1-0-10-0 (2nb), Hamilton 7-1-21-1 (2nb).
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