Chris Woakes helped England Lions take control on day two of the unofficial Test against Sri Lanka A in Pallekele.
All-rounder Woakes took wickets with just his third and fourth deliveries and finished with 4-45 as Sri Lanka were left rocking.
The hosts lurched to 12-3 and then 61-7 on the way to 171 all out - with only some lower order resistance saving them from an embarrassing total.
Dhammika Prasad made 50 at No 9 and shared a half-century eighth-wicket stand with Chaturanga de Silva - although it wasn't enough to prevent the Lions holding a lead of 159.
The tourists - who had reached 330 after a last-wicket stand of 36 between Graham Onions and Tymal Mills - didn't have things their own way in the second innings, though.
Slow left-armer de Silva weighed in with 3-31 was then in the wickets too as the Lions faltered in their second innings.
De Silva removed Alex Lees (33), Sam Robson (15) and James Taylor (15), while Varun Chopra (24) was trapped leg before by Paskuwal Kaushal as the Lions reached 105-4 at the close.