The Victorian state cricketers have set up a final-day run-chase for England by grabbing an overall lead of 310 in their three-day match at the MCG.
Victoria reached 278 for six at stumps on Saturday following some lusty hitting by tailenders Clint McKay and Jayde Herrick as the English attack failed to fire.
Andrew Strauss took one for 51 from four overs and Eoin Morgan none for 37 off three overs.
England are trialling Chris Tremlett, Ajmal Shahzad and Tim Bresnan to replace the injured Stuart Broad for Thursday's third Test in Perth.
But all three went wicket-less as part-time medium-pacer Paul Collingwood claimed three for 19 and spinners Monty Panesar and Strauss shared the wickets.