Ashwell Prince and AB de Villiers shared a stand of 161 to rescue South Africa from a poor start to reach 361 against Sri Lanka in the second Test.
Muttiah Muralitharan took his 650th Test wicket but his five-wicket haul cost 128 runs on a bouncy pitch.
After opting to bat in Colombo, the tourists fell to 70-4, Lasith Malinga taking two wickets in a fiery burst.
Prince (86) and De Villiers (95) were denied tons but scored quickly, then Shaun Pollock hit 57 from 70 balls.
Pollock, who missed the opening innings defeat to be at the birth of his second daughter, replaced fast bowler Andre Nel in the side.
In the morning, left-armer Chaminda Vaas celebrated his return from a hamstring injury with a second-ball wicket as Herschelle Gibbs was trapped lbw for a duck by an inswinger.
Malinga beat Andrew Hall with a series of outswingers before finding the outside edge into the slips in the fourth over.
Jacques Rudolph (13) was later bowled off-stump by a full-length delivery that swung back through the gate.
Hashim Amla, dropped behind on 17, led a fight-back with a positive 40 from 47 deliveries, a cameo that included seven boundaries before he was pinned lbw by Muralitharan.
But De Villiers and Prince counter-attacked with a brave stand full of positive strokeplay for a new record fifth-wicket stand for South Africa against Sri Lanka.
They refused to let Muralitharan settle into his normal parsimonious groove, using their feet expertly and sweeping productively.
Muralitharan finally broke through immediately after the tea interval as Prince was caught behind trying to force through the off side.
De Villiers was dubiously adjudged to have nicked a Malinga delivery that television replays indicated he had probably missed as he scuffed the ground with his bat.
Wicket-keeper Mark Boucher gathered runs industriously before dragging Muralitharan onto his stumps for 32 and Nicky Boje was caught at backward point.
Before the match, Sri Lanka Cricket conducted a ceremony to mark the 25th anniversary of the country gaining Test status.
It celebrated the players who took part in the country's inaugural Test match against England in 1982, held at the same Saravanamuttu Stadium.