Striker George Slefendorfas put Bendigo in front about the 15-minute mark of the match on Bulleen's turf at David Barro Stadium in Bulleen's Veneto Club.

For this 10th round clash, FC Bendigo went with Slefendorfas and Amarah Kromah teaming up in attack.

Their pace and skill troubled the Lions at times.

Bendigo captain Trent Waterson was in a great position to head another shot goalward.

Waterson's effort was denied by the goalkeeper.

"It was an outrageous save," FC Bendigo playing coach Steve Martin said.

The Lions equalised before the half-time break.

"For a lot of the first half we controlled possession and set up quite a lot of attacks," Martin said.

It was more of the same in the second as Bendigo put the Lions defence under pressure.

"Two shots hammered into the crossbar and another hit the upright," said Martin.

A handball in the 65th minute resulted in a penalty and the Lions taking the lead.

FC Bendigo refused to give up and kept on striving to draw level and at least take a point from the contest with the highly-rated Lions.

Bulleen struck again late in the match to clinch a 3-1 victory.

Although disappolnted with the final scoreline, Martin said he was extremely proud of FC Bendigo's effort against an in-form and skilful opponent.

"It was important we kept on attacking and took the game right up to Bulleen.

"Some lapses cost us again. Whether an opponent has two chances or 10, we need to tighten up our defensive play," the coach said.

FC Bendigo went into the match without key defender Ryan Davidson and youngster Finn Huzzey who had been injured the previous round.

Matt Breeze went back into midfield and teamed well with Alon Blungart and Trent Waterson.

"Matt Breeze's been one of our best players all season. "His leadership and workrate are really important," Martin said.

FC Bendigo is at home for this Saturday's clash with Kingston City.

Play will be at Epsom-Huntly Reserve. The under-20s will start at 5pm. Kick-off for the senior clash is at 7pm.