Sri Lankan captain Mahela Jayawardene hit an unbeaten 213 before England's top order crashed to leave the tourists fighting for survival in the third Test here.
The hosts carried their first innings from the overnight score of 384-6 to 499-8 before Jayawardene declared 50 minutes before lunch on the third day at the Galle International Stadium.
England found themselves in deep trouble at 24-4 by lunch, losing captain Michael Vaughan, Ian Bell, Alastair Cook and Kevin Pietersen in a sensational eight-over burst.
Vaughan was declared leg-before to Chaminda Vaas when he left alone an incoming delivery and Bell was run out at the non-striker's end by a direct throw from point by Tillekeratne Dilshan.
Cook was unlucky to be given out caught behind off Vaas by umpire Asad Rauf as television replays showed the ball may have missed the outside edge of the bat.
Pietersen fended a short ball from Lasith Malinga to give wicket-keeper Prasanna Jayawardene his second catch of the innings and reduce England to 22-4.
England's hopes of avoiding a follow-on rest on Paul Collingwood and Ravi Bopara, the last recognised batting pair at the crease.
Sri Lanka, who lead the three-match series 1-0, have eight sessions to force a 2-0 scoreline that will lift them to second place behind Australia in the official Test rankings.
Jayawardene, Sri Lanka's leading run-getter and centurion in Tests, continued to flay the England attack after making 195 in the drawn second Test in Colombo last week.
His 21st three-figure knock that helped him surpass Aravinda de Silva's Sri Lankan record of 20 on Wednesday, was studded with 25 hits to the fence.
It was Jayawardene's third double century in addition to a career-best 374 against South Africa in Colombo two years ago.
Jayawardene and his overnight partner Vaas flayed the England bowling with a seventh wicket partnership of 183.
Left-handed Vaas made 90, but missed a second Test century when he top-edged an intended hook off fast bowler Matthew Hoggard and was caught on second attempt by Vaughan at mid-wicket.
Jayawardene, who was on 149 overnight, moved to 199 with a lofted cut off Steve Harmison to the point fence and then executed a superb cover drive two balls later to reach 203.
The Sri Lankan captain celebrated the landmark by lofting the next delivery over the cover fielder, but declared when tailender Malinga was bowled by Collingwood for five.
Harmison was England's most successful bowler with 3-104, while Hoggard went for 1-121, Ryan Sidebottom 1-95 and spinner Monty Panesar finished wicketless with 0-76 from 26 overs.
| M. Vandort | lbw b Sidebottom | 18 |
| U. Tharanga | lbw b Harmison | 16 |
| K. Sangakkara | c Panesar b Harmison | 46 |
| M. Jayawardene | not out | 213 |
| C. Silva | c Bell b Harmison | 1 |
| T. Dilshan | run out | 84 |
| P. Jayawardene | c Prior b Bopara | 0 |
| C. Vaas | c Vaughan b Hoggard | 90 |
| L. Malinga | b Collingwood | 5 |
| Extras | b1, lb14, nb3, w8 | 26 |
| Total | for 8 wkts decl | 499 |
| Fall of wkts | 1-34, 2-44, 3-132, 4-138, 5-287, 6-287, 7-470, 8-499 |
| Bowling | Sidebottom 34-8-95-1 (w1) |
| Hoggard 32-4-121-1 (w1) |
| Harmison 34-4-104-3 (nb3, w5) |
| Panesar 26-3-76-0 |
| Bopara 10-1-39-1 |
| Collingwood 9.5-2-38-1 (w1) |
| Pietersen 3-0-11-0 |
| A. Cook | c P. Jayawardene b Vaas | 13 |
| M. Vaughan | lbw b Vaas | 1 |
| I. Bell | run out | 1 |
| K. Pietersen | c P. Jayawardene b Malinga | 1 |
| P. Collingwood | not out | 0 |
| R. Bopara | not out | 0 |
| Extras | b4, nb4 | 8 |
| Total | for 4 wkts at lunch | 24 |
| Fall of wkts | 1-5, 2-9, 3-22, 4-22 |
| Bowling | Vaas 4-1-9-2 (nb2) |
| Malinga 4-1-11-1 (nb2) |
