Tour match, Sydney, day one of three (stumps): New South Wales 325-5 v England
Phil Jaques hit his second hundred in three days as England's shaky start to the tour of Australia continued.
Flintoff got through 14 overs as he builds up his bowling fitness
Jaques, whose 112 on Friday helped a Prime Minister's XI thrash the tourists in their opening game, made 107 as New South Wales closed day one on 325-5.
He added 155 with Simon Katich (68), while Michael Clarke contributed 50.
Ashley Giles took two wickets but Steve Harmison conceded 76 runs in 15 overs, and his form is a worry with the first Test against Australia 11 days away.
The paceman was given his first outing after missing the debacle in Canberra but even the wicket he took in the morning had a touch of fortune about it, as Ed Cowan got an inside edge on to his stumps.
More encouraging was the way skipper Andrew Flintoff got through 15 overs as he builds up his bowling fitness ahead of the eagerly-awaited showdown at the Gabba in Brisbane, while Matthew Hoggard's first five overs went for just 12 runs.
Flintoff, who missed most of the summer with an ankle injury, should have celebrated the dismissal of Katich for 14 but Marcus Trescothick failed to hold on to a regulation chance at first slip.
That was as good as it got in the first session for England and they had few ideas about how to stop Jaques, who hit 11 fours and two sixes in an innings spanning 157 balls at the Sydney Cricket Ground.
Jaques is pushing hard for a place in the Australian Test side
The left-hander was finally removed when Harmison grabbed the ball from above his head at deep mid-off to give Giles his first wicket.
Kevin Pietersen then took a superb running catch on the boundary when Katich tried to heave Giles over mid-wicket.
It was 224-4 when Aaron O'Brien tried to cut a short wide ball from James Anderson and Trescothick atoned for his earlier spill with a sharp effort at first slip.
Anderson recovered well from an expensive opening spell, ending with figures of 1-45 from his 15 overs.
Almost from nowhere, England were in danger of finishing the day on top.
But Clarke and Dan Smith made a nonsense of those suggestions with a bright stand of 65 until the former prodded at Monty Panesar and Trescothick caught the ball comfortably.
The wicket-keeper then received good support from teenage all-rounder Moises Henriques to ensure the day ended as it had started - with England failing to really get going on this tour.
When their turn comes to bat, England face another huge challenge against an attack boasting 984 Test wickets.
Glenn McGrath, Brett Lee, Stuart MacGill, Stuart Clark and Nathan Bracken are all in the Blues side for the match, featuring 14 players per side, with 11 on the field at any one time.
Wicket-keeper Geraint Jones was preferred to Chris Read and Liam Plunkett was left out in the only selection decisions needed from England's management.