Lioness is a member of the Outsiders. She is also the only one with a speaking role (aside from Zira and her children). She appears in Lions of the Outlands.
She is a thin, somewhat scruffy lioness with chamoisee fur. Her underbelly, muzzle and paws are a pinkish tan color. She has a tuft of brown fur at the tip of her tail. Surrounding her eyes is a dark brown, which is also found in her inner ears. Her nose is a dark red, and her eyes are red-brown.
Lioness is very loyal to Zira, and will do as she wishes without fail. When someone tries to reason with her, she will ignore their words in favor of listening to what Zira has to say on the matter. She is startled by sudden ambushes.
Zira lures Kion to a dead end canyon, where Lioness appears with the rest of the Outsiders and surrounds Kion. When the cub tells Zira that Scar was never the true King, she orders her lionesses to attack. They move in, but Zira halts them before they can hurt Kion. Zira leaves him with the lionesses, claiming that she wishes to give him one more chance and that she'll fetch her children so that they can hear his answer.
With Zira gone, Kion tries to reason with the other lionesses, explaining that he only wants them to share the watering hole with Jasiri's Clan. Lioness leaps down and informs Kion that he can tell that to Zira when she returns, but Kion says that he doesn't wish to wait around that long. He crouches down and Lioness takes a strike, but Kion headbutts her in the stomach and pushes her aside. When the other lionesses fail to subdue the cub, Lioness blocks the entrance and pushes down on him along with another lioness, applauding him sarcastically for trying to get away.
When Zira returns, the lionesses have Kion surrounded once again. While Zira continues to intimidate Kion, they keep a close eye on him, growling where necessary. They then hear the Lion Guard approaching them and become startled. Lioness notices Ono in the sky and starts to run, falling onto the ground and protecting her head when the egret takes a dive for her. Soon, the entire Guard, plus Jasiri, corner the Outsiders. Zira orders them to stay tall since they have them outnumbered, but when Bunga frees Kion's mind enough for him to use the Roar of the Elders, she is blasted away with the rest of her pride (sans Kovu).
She and the other Outsiders arrive in a new part of the Outlands and, when Nuka asks where they are, Zira replies that it's their new home.