Dom Leech took four wickets and hit 55 with the bat but the 2XI finished Day 2 behind the game against Gloucestershire 2XI.
The seamer finished with figures of 4/82, while hitting seven 4s and a six to score 55 from 44 deliveries.
Heading into the final day, Gloucestershire are 65/0 and need 124 more runs for victory.
After finishing the first day 193/3, Gloucestershire added another 89 runs before the 2XI bowled them all out. Dom Leech finished with four wickets, Croom and Haddow with two apiece, as well as Tiaan Louw and Freddie Heldreich taking one.
Trailing by 54, the 2XI looked to set up a defendable target, with Arush Buchake and Gus Miller opening for the away side.
Two wickets fell in the opening 15 overs, with Buchake and Van der Merwe departing for 8 and 9 respectively.
Gus Miller and Jordan Strydom were dismissed before tea and the 2XI were 118/4.
Krish Patel provided a resilient counter-attack with 66 from 57, but he fell in the 44th over to leave the 2XI 195/7.
Dom Leech was positive and brought up a half century in 35 balls, but wickets continued to fall and the 2XI were 242 all out.
Gloucestershire openers Phillips and Dent successfully navigating the final eleven overs of the day, striking 65 runs between them to leave the side firmly on the front foot ahead of the final day.