JOHANNESBURG (AFP) - Australia's bowlers picked up where their batsmen left off Friday, ripping through South Africa's top order as the tourists remained in the driving seat on day two of the first Test at the Wanderers. The South Africans reached 85 for three at the close, trailing by 381 runs in their first innings after dismissing Australia for 466 at the end of the second session. Opening batsman Neil McKenzie was at the crease on 35 with AB de Villiers on 13 in an unbroken 36-run stand for the fourth wicket when stumps were drawn. New-ball seamers Mitchell Johnson and debutant Ben Hilfenhaus needed only eight deliveries to have the South Africans struggling with two wickets down and as many runs on the board. South Africa captain Graeme Smith got a nick behind off Johnson from the fifth ball of the innings for nought and three deliveries later Hilfenhaus had Hashim Amla caught at second slip by Australia skipper Ricky Ponting for one. Despite falling early, 33-year-old all-rounder Jacques Kallis became the eighth player, and the first South African, to make 10,000 Test runs when he ran a single off Peter Siddle in the 10th over of the innings. Kallis made 27 but got a thick edge to Michael Hussey at gully to leave South Africa in further trouble at 49-3 before McKenzie and De Villiers steadied the ship. Debutant Marcus North had earlier compiled a century after he and Brad Haddin resumed Australia's first innings at 254 for five, and tail-ender Johnson fell narrowly short of his maiden ton. Haddin (63) and Andrew McDonald (0) were both removed shortly after South Africa took the second new ball midway through the morning session. But North, who had been at the crease for almost four hours overnight, made 117 off 233 balls and Johnson hit 96 not out from 131 deliveries in a stubborn 117-run stand that frustrated South Africa's attack. Paul Harris got the breakthrough when North attempted to pick up the pace after reaching his hundred, double-stepping the spinner and giving Mark Boucher an easy stumping. Johnson then dominated a 53-run stand for the ninth wicket with Peter Siddle, smashing Harris for 26 runs, including three sixes, in a single over shortly before the break. But Morne Morkel wrapped things up in a hurry after overstepping a delivery that would have had Siddle caught by Kallis at second slip. Off the next ball, Siddle repeated the mistake, but Morkel didn't and Kallis held an easy catch to remove the tail-ender for nine runs. Hilfenhaus was caught by De Villiers in the slips from the first ball he faced to close off the innings. Dale Steyn led the attack with a return of four for 113, while Morkel was rewarded for his efforts in removing the tail with three for 117. SCOREBOARD AUSTRALIA 1st innings (overnight 254-5) P Hughes c Boucher b Steyn 0 S Katich c McKenzie b Steyn 3 R Ponting b Ntini 83 M Hussey c Kallis b Morkel 4 M Clarke c Boucher b Steyn 68 M North st Boucher b Harris 117 B Haddin c Harris b Ntini 63 A McDonald c Kallis b Steyn 0 M Johnson not out 96 P Siddle c Kallis b Morkel 9 B Hilfenhaus c De Villiers b Morkel 0 EXTRAS (b6, lb8, nb7, w2) 23 TOTAL (all out, 125.4 overs) 466 Fall of wickets: 1-0 (Hughes), 2-18 (Katich), 3-38 (Hussey), 4-151 (Ponting), 5-182 (Clarke), 6-295 (Haddin), 7-296 (McDonald), 8-413 (North), 9-466 (Siddle), 10-466 (Hilfenhaus) BOWLING: Steyn 30-5-113-4 (1nb) Ntini 27-6-71-2 Morkel 28.4-3-117-3 (6nb, 2w) Kallis 8-0-33-0 Harris 18-2-64-1 Duminy 14-2-54-0 SOUTH AFRICA 1st innings N McKenzie not out 35 G Smith c Haddin b Johnson 0 H Amla c Ponting b Hilfenhaus 1 J Kallis c Hussey b Siddle 27 AB de Villiers not out 13 EXTRAS (b4, lb4, nb1) 9 TOTAL (3 wkts, 37 overs) 85 To bat: J.Duminy, M.Boucher, M.Morkel, P.Harris, D.Steyn, M.Ntini Fall of wickets: 1-1 (Smith), 2-2 (Amla), 3-27 (Kallis) BOWLING: Johnson 9-5-8-1 Hilfenhaus 10-5-14-1 Siddle 9-1-39-1 (1nb) McDonald 7-3-11-0 North 2-0-5-0 Position: South Africa trail by 381 runs with seven first innings wickets standing Umpires: B Bowden (NZL), S Bucknor (WIS) TV umpire: Asad Rauf (PAK) Match referee: J Crowe (NZL)