"I regenerate too! And not dying is the thing I'm best at! As long as my brain doesn't get too damaged and I don't get decapitated I think I should be okay again pretty quickly. Not sure about the decapitation either."

She says this all of this with the tone of someone incredibly grateful that it's true.

"I also don't feel pain, but getting cut open too much would be pretty unnerving, so maybe we can use blunt weapons? I do think we should, like, start out pulling our punches and get stronger over time? I don't want either of us to accidentally collapse the other's ribcage."

Also, oops, Lilian just realized her cock is still out. She tucks it safely away inside her suit but doesn't bother to close up the holes again. They might be useful for later, and she doesn't want to have to try to persuade her suit friend to open them up where people can see again.

Also, if her cock is tucked away she can tell her suit friend to get her off if she gets too distracted while fighting Lightning. It won't want to use its tentacles while people can maybe see them, but it can suckle on her cockhead behind her armor unnoticed.

Orgasming in the middle of the fight would be pretty distracting but could maybe prevent her from collapsing into a puddle of lust. 

She makes a long thoughtful noise.

"I've never gotten seriously hurt. It might be interesting. But it might not be, I guess. Holding back is a good idea. Anyway, here we are!"

She waves to a bowl-like valley beneath them, free of any wriggling walls or tentacle pits and with striations of bone-like growth. You could fit a house there, though not a huge stadium.

"I don't really remember but I think we're supposed to stand far apart and count to ten or something?"

Lilian giggles. 

"Ooh, just like a duel! Yes, let's. I've never fought a duel before, this should be fun! Oh, should we make our armor and weapons before we start the counting, or after its finished, or what? Either way's good practice for different things."

If she gets to start the fight with weapons and armor prepared, Lilian will be starting the fighting encased in armor of lighting and with a crackling quarterstaff gripped in her hands.

"Oh, I don't know how to use armor, and I think it'd slow me down, but sure!"

Lightning's preferred weapon is apparently a spear, or a brace of spears. She scatters them around her, standing straight up, as her battle preparation. She stands calmly and breathes deeply as she counts down.

"...One. Zero!"

Her first act is to spin and throw two spears, one at each of her opponent's legs, and then pick up two more and continue the bombardment, grinning.

Lilian is abstractly aware of the fact that she's wearing two layers of armor over her legs and regenerates. She'd even had the thought that she could try rushing through projectile attacks.

Nevertheless, her immediate instinct is to jump straight upwards in response. This does let her dodge the first two spears, but once she's in the air she realizes it rather leaves her a sitting duck in midair for the next few.

Well, two can play at the "throwing things" game. Lilian pulls back her arm and launches her quarterstaff at Lightning, summoning more as quickly as she can. Maybe it will throw off Lightning's aim?

She twists out of the way in a dodge as natural as reaching out to grab something, back arching as her breasts spin, barely losing half a second, and throws another and another and another, leg leg arm chest arm leg-

(She's running out of pre-prepared ammo, though)

Don't look at her breasts. Don't look at her breasts.

The two aimed at her legs strike as they were meant to, but are turned aside by her armor. Fortunately, legs are small and relatively tightly curved.

The armor doesn't break, but only because Lightning was holding back. 

She lands. Now she can do the obvious thing and zig-zag quickly. 

Wait, no, she can go intangible temporarily, that's the obvious way to close in. She launches herself towards a spot on the bowl slightly to the side of Lightning, planning to whack her as she goes by, using her brief moment of intangibility to dodge through the rest of Lightning's thrown spears.

She messes up the timing on the one aimed for her chest. Her lightning armor is thick enough there that it and the spear dissolve into regular electricity, rather than the spear punching through. Enough force is transmitted behind that to leave behind rather large bruise, even on Lilian's toughened flesh. Fortunately, the electricity crackling through her gets to work on healing it. Unfortunately, that same electricity feels very good. Lilian's core clenches and her cock throbs.

She still manages to phase through the rest, half on reaction time and half on luck.

She swings her quarterstaff at Lightning, pulling her strike far more than she reasonably should. An unenhanced human would barely be bruised by that.

It's slow enough that Lightning should be able to bat it away without difficulty.

Lightning deflects the swinging quarterstaff upwards and steps forward, inside her guard, crouching low and launching hand strikes at her elbow and shoulder joints even as she impacts Lilian breasts-first, trying to knock her over. Or at least off balance.

She wants to try something. While they're close, she pulls just slightly at part of that molded electrical energy. It's not hers but it could be hers, it feels like... Can she pull it, affect it even a bit, ideally without alerting Lilian of this new knowledge?

Then she thunders backwards with a powerful kick, bruising the fleshy ground. "Ooh! You can do that whoosh thing too! Cool!"

Lilian doesn’t actually feel pain, anymore, but she can still feel pressure, and so her instincts for pulling back from things like elbow-strikes are fully functional. She flinches in a way entirely normal for humans without any combat experience. The abnormal thing is where she, quick as instinct, catalogues the inefficiencies and counterproductiveness of her instincts and resolves to do better. Lilian will not realize this is odd until later.

For now, at least, Lightning’s attempt to unbalance Lilian works perfectly. Lilian is agile enough not to completely fall over, though, and recovers quickly. Still, it gives Lightning time and control of the fight.

Lightning can pull Lilian's molded energy, the ability noticeable far before it’s having enough effect for Lilian to be aware of it.

Lilian cheerfully shouts, “It is cool, isn’t it!” and then uses precisely that whoosh thing to launch herself at Lightning again, this time planning to hold back much less.

She can affect another's lightning-armor. Not very well. Not nearly as well as her own stuff. Something half remembered whispers: Because you're the Thunderstorm. All is swept up into the storm.

She can work with that.

Lightning normal-dodges to the left, laughing, then Hyper Dodges to try and get behind her, and the next few moments of the fight are a flurry of high-mobility zooming around, ended only when Lightning starts setting up tripwires of semi-flexible electrical energy to crowd the battlefield.

Lilian manages to keep up with the zooming, her normal human instincts for movement failing to get in the way like her old instincts for fighting do.

Fighting like this, moving like this, is unlike anything Lilian has ever done. It brings something alive in her, a joy in movement and physical contest she's never felt before.

She feels a brief, intense burst of gratitude towards her benefactor.

And then the tripwires come out, and things become much more difficult. Lilian leaps over and around some, and bulls through others.

This is a mistake. 

When the tripwires snap and dissolve back into electricity, they shock her, as electricity is wont to due. The tingling pleasure as she kicks through one wire after another builds and builds. Not enough that she's having trouble focusing, yet, but it'll get that way eventually.

By this point, the way that getting shocked temporarily slows her reaction time and occasionally makes her flinch slightly is very noticeable to Lightning. It would be even to a person without her finely-honed instincts.

Lightning, meanwhile, is not nearly as slowed down by her own obstacles. She can't go through them, but feels on an instinctual level where they are, and can bend them, at least. She's still not going all-out - that's not the point, here.

"You're doing great!" She calls out during the small lull that one of her snapping tripwires creates. "Isn't this so fun? Just doing, moving and pushing and hitting and not even stopping to think, just seeing what you can do because you CAN~!"

Lilian’s purely non-sexual joy in this is blending together, now, with the insistent pulsing of lust she’s feeling.

That just makes it more fun, really.

The tripwires aren’t annoying, exactly, when snapping them feels oh so nice. But they very much are impairing her. And Lightning very nearly has full freedom of movement. Well, time to change that. She makes balls of lightning in her hands one after the other and throws them after Lightning as she chases her, hoping to trip her up, or at least force her to dodge.

All the while, she’s smiling. Lightning’s joy is infectious, and she calls back, “It is fun. I’m so glad I decided to do this!”

Lightning is forced to dodge more often, and their chosen field of battle gets very, very crowded. It might start to be hard to follow where Lightning is as she keeps moving around and throwing more and more bright, sparking obstacles in Lilian's direction.

As Lilian impacts more and more of Lightning's obstacles and disrupts them it gets harder and harder to focus. Her pleasure's slowly building as time passes, and Lilian is rather aware that she's on something of a time limit before she loses control of herself.

Lilian does, in fact, lose track of Lightning in and among all the obstacles. As soon as she realizes what's happened she stops and reforms her torso armor as quickly as she can. If she's about to get surprise attacked, better to be as well-defended as possible.

Her opponent is confused. This is excellent. You want to be the one in control, in a fight.

Time for the big finale. She giggles for a moment as she pulls on all the highly electrified energy in the air.

She is the Thunderstorm. There's no fine control, no sophistication. Just force and motion. The field of tripwires and lightning-spears discharge against each other in flash-bulb thunder. The balls of lightning warp up into the sky and flicker like crackling fireworks. The lightning-formed armor is peeled away, disintegrating into electrical mana as it goes, and Lightning rushes forward towards Lilian's back.

Lilian barely has a moment to notice what’s going on before all the electricity overwhelms her self-control completely. It just feels so good. Her mind has been modified enough to ensure that she could stay standing through this. She could stay alert for the attack which is surely coming. As the lightning shocking her pushes her over the edge into delicious orgasm, she doesn’t care about any of that.

Lilian’s hips jerk forward as she ejaculates. Her core clenches rhythmically. Her eyes roll up into the back of her head. Pleasure rolls over her in waves and she wallows in it. Her spasms knock her over onto her hands and knees and her tongue lolls out of her mouth as she spurts.

It’s the most intense orgasm she’s experienced yet.

She never wants it to end.

Well that makes it even easier to grab those hands and pin them to her back, Lightning's weight and strength controlling her.

"I win," she whispers into Lilian's ear, "That was amazing fun. And you're really hot right now. May I fuck you?"

“Yes! Yes yes please more yes oh it feels so good!” she screams out, wiggling her ass back and forth temptingly all the while.

She wants something inside her so badly.

"Mm!"

She's been in a sort of shy mood about it, liking the 'cleaner' look of her body when it's retracted. But she does have a cock, and it's more uncomfortable to keep in when she's really aroused. Like right now. When there's a new, fun, hot girl right here who wants to be fucked.

She kisses Lilian on the back of her neck and rubs her cock over her pussy for a moment, her hair falling on Lilian's back and sending more electricity into her. She thrusts her cock forward with a groan, and then reaches around to tightly hug her and her living clothes with one arm, the other continuing to pin her hands at the small of her back.

When she feels Lightning’s cock against her pussy she moans. Oh, she wants it. Then the extra pleasure from Lightning’s hair tingles through her and makes her pussy spasm even more.

She’s too scattered to do anything like wonder where Lightning was hiding something like that. What does that matter compared to the pleasure of feeling it thrust into her and make her blissfully full?

Lilian pushes her hips back greedily into Lightning’s and shudders in bliss when Lightning’s arm wraps around her.

Warm.

Safe.

She sighs happily. Lightning’s power over her is like a warm blanket on a cold day.

She kisses Lilian all along her back as they go, panting in delight.

She's not a tentacle orb, she's not insatiable, just indefatigable. After cumming once and making sure Lilian has a great orgasm as well, she moves to shift them to lying in their sides on a cuddle, her cock still warmly ensconced inside Lilian, still holding her tightly, but no longer moving more than slightly.

"This is a great day. I wanna follow you, wherever you're going next. Deep heart something? -I kind of want to fall asleep like this right now though."