Australia posted an impressive first innings total of 566-8 declared in the second Ashes test at Lord's on Saturday and then ripped through the top order, reducing England to 30-4 at one stage.
Alastair Cook and Ben Stokes led a modest recovery, guiding England to 85-4 at the close of the second day but leaving the home team with a mountain to climb to save the match. Stokes gained in confidence to reach 38 by the close, with captain and opener Cook on 21.
Bowling as if desperate for revenge after an embarrassing 169-run defeat in the first test in Cardiff, the Australian bowlers tore into the England batting.
The Lord's wicket was criticized as placid for the first two days as Australia accumulated a big score. England's top order found it anything but easy-going as the top four were blown away within 10 overs.
Mitchell Starc, Mitchell Johnson and Josh Hazlewood were all rampant, peppering England with full-length deliveries that swung and nipped back at them.
Opener Adam Lyth lasted two balls until he wafted lazily at a Starc ball, Gary Ballance accumulated a lucky 23 before Johnson bowled him, exposing a total lack of footwork, Ian Bell was out second ball missing a Hazlewood fast ball and in-form batsman Joe Root managed just one run before he also played a lazy shot at Johnson and was caught behind by debutant Peter Nevill.
All that in 9.1 overs and England was 30-4, still 536 behind.
Earlier, a career-best double century from Steve Smith powered Australia into a commanding position. Australia declared after playing just one over of the evening session, giving the tourists' bowlers a chance to attack England for about two hours.
Smith was eventually dismissed half an hour before tea for 215, attempting a reverse sweep against part-time spinner Root. He missed the ball and was leg before wicket, a decision confirmed after review.
Smith reached a career-best when he passed 199. He started his career as a leg-spinning allrounder but has become one of the world's best batsmen. He has 10 centuries in his last 30 tests.
He faced 336 balls and hit 24 fours in his innings.
Australia's imposing innings was built on a 284-run partnership between Smith and opener Chris Rogers, who hit 173.
England battled hard, taking six wickets, but the damage was done on the first day.
Australia resumed on 337-1 and Rogers was hit on the head by a James Anderson bouncer from the first ball of the day, and needed treatment for a graze. Rogers missed two games in Australia's recent tour of the West Indies after suffering concussion when he was hit on the head in the nets.
Rogers added 25 to his overnight score when he was bowled by Stuart Broad's inswinging delivery that found an inside edge and glanced his pad before hitting the stumps.
He lasted for 300 balls, and hit 28 fours.
Rogers' and Smith's partnership of 284 from 485 balls was a second-wicket record for Australia at Lord's.
Smith, 129 overnight, remained comfortable against the England bowling attack on a pitch offering little assistance.
However, captain Michael Clarke never looked settled at the crease after waiting more than a full day to bat. He scored just 7 from 32 deliveries when he mistimed a pull off the bowling of Mark Wood and presented Ballance with a catch at square leg.
Australia accelerated its scoring rate in the afternoon session, scoring 138 in 30 overs, and four wickets fell, two of them to Root.
Wicketkeeper Nevill, replacing Brad Haddin, scored a breezy 45.