The Lions, England's A side, finished the second day of four at New Road 56 runs behind Australia's first innings 358, with Worcestershire's Stephen Moore scoring a century in front of his home supporters.
The Lions reached stumps on Thursday at 302 for six after cruising to 172 for no wicket.
Lee, who finished the day with five wickets for 53 runs, displayed great strength and control, reaching speeds of 95mph and showing no sign of the no ball problems which plagued him in the drawn tour opener against Sussex.
But as well as proving his pace, the 32-year-old New South Wales paceman also confirmed his endurance after it had taken the touring Australians 45 overs to make inroads into an experimental Lions batting line-up.
The express right-armer who missed Australia's South Africa tour this year following ankle surgery ripped through the top order with the help of the beginnings of reserve swing, taking the first five wickets to fall for just 26 runs in a nine-over spell either side of tea.
It was vintage Lee as Denly, who had earlier ducked into a rising ball and been struck on the shoulder, and Vikram Solanki were bowled by inswingers with Bell and Eoin Morgan missing fuller deliveries to perish lbw.
Bell's first ball duck could end any hopes of a last-minute recall for the first Test at Sophia Gardens starting Wednesday.
Lee's golden spell was a reprieve for his ailing team-mates after Australia had allowed the opening pair to compile a 172-run opening stand.
Neither Moore nor Denly are yet in Test match contention but the pair treated Australia's attack with disdain, piling up the game's biggest stand.
In front of his home fans, Moore hit 15 fours and two sixes in his knock, including a six off Australia's premier quick Mitchell Johnson (none for 101) after a lifeline on 41 when he was missed by Brad Haddin.
The wicket-keeper made amends with a finely judged catching running towards the fine leg boundary to dismiss Moore for an impressive 120.
Denly's half-century was more circumspect but he did crash out-of-touch off spinner Nathan Hauritz, whose return of none for 80 cast doubt on his Test prospects, over the long-on boundary for six
Lee's challenger for the third quick berth, Stuart Clark, returned figures of no wickets for 30 runs off 14 overs with part-time spinner Marcus North claiming the only other wicket, Steven Davies for 53.
Australia earlier added another 21 to their overnight total, with Michael Hussey reaching 150 before Stephen Harmison (four for 80) cleaned up his off-stump with a slower delivery to add to his Wednesday wickets of Phillip Hughes, Simon Katich and Lee.
Source: AFP Global Edition