Big guns Stuart Law and Andrew Flintoff failed to fire after Lancs were put in, neither reaching double figures.

Brad Hodge hit six fours in 32 but the total of 148-6 always looked short, particularly when the Glos openers took 23 from James Anderson's second over.

Craig Spearman took them within 12 with four sixes in his 86 and the target was reached with 19 deliveries remaining.

Lancashire's problems began in the nets when key opener Mal Loye suffered a back spasm. Dominic Cork was hit in a painful spot but recovered his composure sufficiently to take his place in the starting line-up.

Law might have gone second ball when he slipped at the non-striker's end, but in the third over he advanced down the pitch and skewed to slip where Craig Spearman took an outstanding catch.

Flintoff had been dropped shortly before that when a mis-timed drive was spilled by Alex Gidman above his head at mid-off, but he did not last much longer and did not wait for the third umpire after he was sent back by Hodge.

The Australian looked set for a major innings but fizzed a drive straight to extra-cover, when a yard either side would have given him his seventh boundary.

Gloucestershire's purposeful out-cricket proved successful again, Ben Edmondson running out Steven Cross with a direct hit from fine-leg as the batsmen sought a second and Hamish Marshall pouching a Chilton top-edge.

New Zealanders Hamish Marshall and Craig Spearman gave the Glos reply some early impetus and 23 came from the third over, Spearman lofting James Anderson nonchalantly over long-off for six.

Chilton then decided to bring on Flintoff, who was on the mark straight away and made the breakthrough in his first over.

After a strong appeal for lbw was rejected, Flintoff had Marshall sharply taken at backward point by Hodge.

Then it was the turn of star spinner Muttiah Muralitharan, but two boundaries came off his opening two deliveries.

The unflappable Spearman continued to keep Glos ahead of the rate, often employing a deft reverse sweep, and reached fifty from 35 balls with a towering straight six off left-arm spinner Gary Keedy.