Younus Khan scored an impressive century to put Pakistan in control of the third Test, with the 'home' side holding a lead of 180 runs in Dubai.
England started the second day on 104-6, but quickly lost nightwatchman James Anderson and were eventually all out for 141 - giving them a 42-run first-innings lead.
Skipper Andrew Strauss top scored for the tourists with 56, but it was another poor batting display, with Abdur Rehman claiming first-innings figures of 5-40.
Pakistan were 28-2 and seemingly in trouble when Monty Panesar and Anderson claimed the scalps of Mohammad Hafeez and Taufeeq Umar, but a third wicket stand of 194 has turn the game on its head.
Younus was unbeaten on 115 at stumps, while Azhar Ali is 75 not out as England's bowlers toiled in Dubai and Strauss' men are staring at a 3-0 series defeat.