Test quick Scott Boland snared a prized scalp late in the day to put Victoria in the box seat at the MCG
Victoria's generous declaration has paid dividends as Queensland's top-order faltered and Usman Khawaja fell late during the Marsh Sheffield Shield clash at the MCG.
The Bushrangers declared at 7-300 soon after lunch on day two.
In reply, Queensland slumped to 3-42 before limping to 5-106 at stumps, with Jimmy Peirson (9no) and Jack Wildermuth (1no) holding the key for the visitors.
Khawaja put up stiff resistance with 31 off 101 balls, but he was out five minutes before stumps when he edged paceman Scott Boland behind.
The late scalp has put Queensland well and truly on the back foot in the bottom-of-the-table clash.
Boland was the standout bowler with figures of 2-25 from 17 overs, while Fergus O'Neill (1-14 off 13 overs) and Will Sutherland (0-13 off 10 overs) also tied down Queensland's batters.
Victoria resumed play on Friday at 4-201, but Sutherland (18) only added two runs to his overnight score before shouldering arms to a Gurinder Sandhu delivery that jagged back and struck the top of off stump.
Sam Harper fell for a 17-ball duck to reduce Victoria to 6-213.
Campbell Kellaway (48 off 159 balls) dug in to help steady the ship, but he was sent packing when he was also bowled after shouldering arms.
Mitchell Perry and O'Neill both scored unbeaten 33s before Victoria declared.
Wildermuth was the pick of the Queensland bowlers with 3-49 off 27 overs, while Liam Guthrie chipped in with 2-72.
Queensland's innings started poorly, with Matt Renshaw (2 off 29 balls) edging O'Neill to first slip.
The Bulls went from 1-37 to 3-42 when Joe Burns (16) and Bryce Street (15) failed to capitalise on solid foundations.
Jack Clayton (21 off 72 balls) became the next batter to waste a steady start when he was trapped LBW by debutant spinner Doug Warren.
"It's pretty much what dreams are made of," Warren told cricket.com.au's live stream when asked about his maiden first-class wicket at the MCG.
"It's what everyone wants to do."
Warren was spurred on by a parochial supporter group in the crowd.
"They were carrying on like pork chops today," he said with a smile.
"I've got a couple of hooligans from school, a couple of uni mates, and then the old man and a couple of his friends - they've had a couple in the bar.
"They're a bit intoxicated, but having a bit of fun."