Put in to bat after losing the toss under cloudy skies in Leeds only captain Mitchell Marsh and Alex Carey passed fifty.
Skipper Marsh made 60 off 59 balls but the real star was Carey. Booed to crease by Yorkshire fans remembering his dismissal of local hero Jonny Bairstow at Lord's last year, he cracked 74 off 67 balls in a superb rearguard action.
That at least gave Australia something to defend as they seek a 14th successive ODI win and a 2-0 series lead.
The opening victory was at Trent Bridge and 40 hours after walking off there with an unbeaten 129-ball 154 to his name Travis Head was back at the crease, opening with Matt Short.
Australia's Travis Head began well but failed to match his Trent Bridge fireworks at Headingley. (AP PHOTO)
With Jofra Archer rested, Olly Stone came into the attack to bowl at them, his first 50-over match on English soil since 2018 and only his fifth in those six years.
In his third over Short pulled him deep into the Western Terrace. With Head driving Matt Potts and pulling Brydon Carse for sixes another tough afternoon for England's bowlers beckoned but Head then swivelled on another short ball from Carse and was caught at deep square leg.
With Potts (2-30) dismissing both Short, edging flat-footed to the keeper for 29 off 36, and Steve Smith (4), bowled through the gate, Australia went from 0-46 to 3-89 with 14 overs gone.
Headingley has terrible memories for many Australians but not for Marsh, who revived his career with a brilliant counter-attacking Test century at the Yorkshire ground in the 2023 Ashes.
He looked comfortable, smiting three sixes, and with Marnus Labuschagne rebuilt the innings.
But then, in a curious echo of Thursday's match, when part-timers Head and Labuschagne undid England, Jacob Bethell (2-33) dismissed both.
A smart, battling half-century from Alex Carey has given Australia something to bowl at. (AP PHOTO)
Labuschagne holed out to mid-on for a 28-ball 19, then Marsh, sweeping, missed a straight one.
They had added 56 in 10.4 overs but it was soon 3-16 in 17 balls. Glenn Maxwell (7) carted Bethell for six first ball but was caught on the ropes by the Barbadian-born youngster off Adil Rashid (2-42) off his fifth.
Another rebuild was needed, but Carey and Aaron Hardie were equal to the challenge. With Harry Brook searching for bowlers given Carse's profligacy they took 34 off three overs of spin from Liam Livingstone and Will Jacks.
Forced to turn back to Carse (3-75) Brook got lucky as Hardie (23 off 25) mis-hit his first ball to wide mid-on ending a 55-run partnership, then Starc chipped his second to square leg.
Adam Zampa (3) did not last long and at 9-221 in the 37th over a mediocre score loomed.
But smart batting from Carey and stout resistance from Hazlewood prolonged the innings for another eight overs before the wicketkeeper, aiming for his fourth six, was caught in the deep off Stone.
