Australia ripped out England's top order to take a vice-like grip on the second Ashes Test after completely dominating the second day at Lord's on Friday.
Steve Smith struck a magnificent 215 to lead the touring side to 566 for eight declared before their rampant pace attack knocked over Adam Lyth, Gary Ballance, Ian Bell and Joe Root to leave England tottering on 30 for four.
Alastair Cook and Ben Stokes clung on grimly to prevent further damage as the Australians smelt blood.
Stokes lifted spinner Nathan Lyon over long-on for six and the pair completed a gritty 50 partnership before England reached the close on 85 for four with Stokes unbeaten on 38 and Cook 21.
Earlier, England took four wickets in the afternoon session, Stuart Broad knocking over Adam Voges (25) and Mitchell Marsh (12) before Joe Root trapped Smith lbw as he attempted a reverse sweep and Peter Nevill fell for 45 on his debut, also to Root.
Mitchell Johnson, who was unbeaten on 12 at tea with Mitchell Starc on 11, was out shortly on resumption and the Australians declared their innings, giving them a chance to rip into England's top order during the final session.
England's fast bowlers extracted more movement than they managed on the first day when the tourists racked up 337 runs for the loss of one wicket on a lifeless wicket.
James Anderson struck Chris Rogers on the helmet with a short-pitched delivery with the first ball of the day but the left-hander immediately bludgeoned two fours through the off-side to prove he was suffering no ill-effects.
Rogers continued to flay the ball through the covers and it was a surprise when, on 173, he misjudged a full delivery from Broad which nipped back in to shatter his stumps.
The 37-year-old, who shared a second-wicket partnership of 284 with Smith, left the field to a standing ovation after making his highest Test score which included 28 fours.
In bright sunshine at the home of cricket, Broad bowled a probing spell from the Nursery End and Smith was becalmed before bringing up his 150 with his 17th four.
Michael Clarke never settled and, on seven, he mistimed a pull off a short ball from Mark Wood, Gary Ballance taking a catch high to his right at square leg.
Smith and Voges took Australia to 424 for three at lunch but the latter fell in the first over after the interval, nicking Broad through to wicketkeeper Jos Buttler.
Marsh crunched his first ball to the extra cover boundary before being undone by a delivery from Broad which kept low and cannoned into the stumps off the bottom edge of his bat.
Smith reached his double century by hitting Moeen Ali through the leg-side for four, leaping in the air and flamboyantly waving his bat to a standing ovation as he became the first Australian to score a double-century at Lord's since Bill Brown in 1938.
He looked intent on inflicting more misery on the tiring England bowlers, only be deceived by Root's part-time off-spin and he walked off after batting more than eight hours and hitting 25 fours and one six.
Nevill's bright knock ended when he chipped Root to Moeen at mid-off.
Lyth fell to the second ball of the innings for nought, wafting loosely at a wide ball from Mitchell Starc and nicking a catch to wicketkeeper Peter Nevill.
Ballance, on 23, was bowled by a full straight delivery from Mitchell Johnson and a similar ball from Josh Hazlewood crashed into Bell's stumps to send the right-hander back to the pavilion for one.
Root, so often England's saviour and fresh from a superb century in the first test in Cardiff, was caught by Nevill off a pumped-up Johnson for one.
The carnage that Johnson and Co. inflicted on their shell-shocked hosts, had the visitors primed to level the series at 1-1.
England won the first Test of the five-match series in Cardiff by 169 runs.
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