Mayu is snuggled into a crevice of the palace library (such as it is), and is letting the tentacle wall gently fuck her while it holds up a book for her to read. 

She waves when she sees Lilian. Hi (nice to see you) (you're hot) (can I help?) she telepaths.

Incidentally, Lilian has, by this point, discovered her suit’s ability to retract its armor into a choker around her neck, so to all outside appearances she’s wearing a skin-tight and very thin black body suit with a few convenient holes between her legs for easy access. She got into the habit on her trip here with Morb, Borb, and Lightning, and didn’t particularly see a reason to get out of it once she got to the big orgy.

The first thing she notices is the tentacle sex.

Her cock twitches under her suit, visibly outlined pressed up against her belly.

Wait, telepathy? Yes, telepathy.

Does that mean the slime lady can read her mind?

Oh no. Well, she will power through the embarrassment (and arousal) of having all of her horny thoughts laid bare and attempt to telepathically relay the fact that she’s here to learn more about the layout of the Pink and Red by thinking about that fact really hard.

Oh, maps! (amusement) (reflected horny) (the telepathic equivalent of a hug)

She hums softly and sends - what seems to be a swiss-cheese made of flesh. It's a little hard to figure out where everything is in it. 

The reflected lust makes her hornier. Lilian hopes this doesn’t start some sort of feedback loop that ends with her cumming herself silly right in front of Mayu.

(A twinge of pleasant lust at the idea. There’s a very large part of her that does want that)

The telepathic hug is nice. Lilian sort of mentally leans into it, entirely involuntarily.

And oh, that’s probably a map of the Red! It makes sense that it would be confusing, Lilian’s brain isn’t really set up to process things like that, at least not without context. She has a decent memory, but without understanding this will fade from her mind unfortunately quickly.

(She’s having a bit of trouble not focusing all of her attention on Mayu’s breasts. They’re larger than almost any she’s ever seen, and as the tentacle wall pleasures her, they’re jiggling pleasantly)

Lilian is sort of trying to think her thoughts in the direction of the pretty (sexy) slime lady. She doesn’t know if it’s doing anything, but she hopes it’s helping!

Let's talk (by which I mean fuck) and I'll show you (piece by piece)

Mayu jiggles a little more deliberately, and smiles at Lilian. Lovers usually like it when she smiles.

The smiling is nice! She has a pretty smile.

But Lilian is rather easily distracted! A moment after noticing the prettiness of Mayu’s smile, she notices the extra jiggling and loses quite a bit of her remaining ability to think about things that aren’t sex.

Lilian still isn’t quite used to this kind of thing, meeting people and having sex with them so quickly. A ghost of her old sense that you really should know people’s names before you fuck them prompts her to think, What’s your name? I’m Lilian!

I'm Mayu! (amusement at needing to know someone's name before you fuck them)

Mayu unsticks herself from the wall, simply squishing out and around between the tentacles, and "kisses" (more like gloops on) Lilian's cheek. 

As Mayu squishes around the tentacles Lilian feels the sudden desire to feel her cock squeezed tight in that jiggly pink slime.

(In the back of her mind, a dreamy desire for orgasm grows)

Squishy kiss! Mayu feels nice.

Lilian hesitantly reaches down to squeeze one of Mayu’s boobs.

Can I?

Of course! Stick it right in, I like talking with things inside me. Anywhere's fine, all of me is sensitive. She presses up against Lilian's side, getting more of her goo on her. 

The phrase “stick it right in” is hot enough to suddenly leave Lilian feeling almost frantic. She reaches down with the hand not suddenly greedily groping Mayu’s tit to pull her cock out of her suit.

Everywhere’s sensitive?

Her eyes focus on Mayu’s breasts. She strokes her cock while she thinks the image of what she wants to do at Mayu.

Lilian presses her cockhead up against Mayu’s left tit and thrusts herself into it again and again until she spurts.

(Well, that image was more orgasm-focused than she expected it to be when she started thinking it)

Lilian looks into Mayu’s eyes with a questioning expression on her face.

Mayu giggles and pats Lilian's head with one hand.

Go right ahead.

She doesn't kneel, because she doesn't have knees, but she squishes down to cock level. 

Lilian lines up her cock with Mayu’s tit and presses forward. Once her cockhead’s in she lets go of her shaft and holds Mayu’s squishy breast between her hands.

She can see her cockhead outlined in Mayu’s slime as she thrusts into her and that makes it better somehow.

(She's not thinking at all about what she's here for)

(She wants to cum)

Mayu giggles, and squishes in firmly against Lilian's cock, fucking back against her despite the unusual position. It's kind of like a titfuck, but deeper and much squishier and more liquid. 

She could send maps, but it seems like a bit of a shame when Lilian's enjoying herself so much.

It feels so good. Different from anything else she’s felt before. Beyond just the physical sensations, fucking Mayu’s tit is viscerally satisfying in some strange way, like her attraction to Mayu’s breasts is being extra fulfilled by actually fucking them, instead of just rubbing her cock up against the outside of them.

As she gets closer to orgasm her thrusting speeds up as her desire for orgasm shifts from warm yearning to feeling urgent.

Mayu giggles telepathically, and suckles at Lilian's cock with her gel-like body. Any part of her can be like a mouth if she wants it to be!

Ooh, that feels gooood.

Lilian compulsively thrusts herself as deep into Mayu’s tit as she can and cums. As she spurts, her eyes travel Mayu’s body and her lust overflows.

That delicious suckling at her cockhead prompts a sudden desire to get a blowjob.

She wants to bend Mayu over and fuck her ass.

She wants Mayu to ride her until she spurts herself silly.

More than anything else, she wants this orgasm to keep going. Each time she spurts, her mind can be heard happily squealing, Yes, yes, more!

Mayu's body goes more amorphous, her head melting away, and then her head reforms where her breast was, with her mouth on Lilian's cock. She flutters her "tongue" and suckles firmly, her body pressing in firmly and clinging to Lilian - then her slime surges up, knocking Lilian back onto the fleshy floor and squishing up along her body. 

When her body reforms again, she's "straddling" Lilian's cock with those full pink breasts in her face. She smiles, and squeezes firmly. 

When all of Lilian’s fantasies start coming true her mind overflows with giddy happiness. She gets all the things! A warm burst of gratitude pulses through her along with her orgasm.

Seeing Mayu’s mouth wrapped around her cock is hot, and she makes it feel so good. Lilian spasms in renewed orgasm.

When Mayu knocks Lilian down, she’s too distracted by the pleasure of cumming to feel anything but happy. Once Mayu’s face reforms she realizes why she just did that. Being knocked on her back to be ridden is great. She nuzzles up against Mayu’s breasts happily.

Mayu's skilled enough in bed to prolong Lilian's orgasm as long as she wants. And Lilian is so, so pleased by that fact.

Mayu is happy to just keep milking Lilian's cock with her tight slick slimy hole. 

After a few minutes of basking in Lilian's uninterrupted orgasm, Mayu finally remembers that there was something she was supposed to be doing. She slows down a little and squishes up against Lilian.

... maps?

At the reduced stimulation she almost starts thrusting harder into Mayu to keep the orgasm going. Then she finishes processing what Mayu just said.

Huh? Oh, right. Maps.

The temptation to tell Mayu not to bother and ask to just keep cumming bubbles up through her. But no, this is important, it matters. So, she lets her orgasm taper off to a close.

And then she realizes she just spent quite a while having sex without even trying to make it good for the other party at all! She sends a sense of apologetic embarrassment off to Mayu.

Mayu just telepathic-giggles; she has no issues. 

She is in fact still snugglefucking Lilian, just... a little less so. 

She sends the map again!

Snugglefucking! One of Lilian’s favourite activities! Now extra soft and squishy!

But no! Lilian must focus on maps. And avoid being too distracted.

(In the back of her mind, the knowledge that this is, actually, quite good practice for if she has to orgasm to recharge her reserves of mana or elemental power in the middle of a fight)

And so, Lilian focuses on the map, attempting to see if she can recognize Deep-Heart-Glisten-Palace on it. Can she?

(Squish squish, goes the slime around her cock and ooh, it’s nice, but no, she needs to keep most of her attention on the map)

Yes! It's quite recognizable. Mayu "zooms in" a bit and selects the part that's closest to it. Local tunnels and tentacles snap into focus, laid out with impressions of emotions - nice friendly bad strict tastes like her so it's bad for Lovers - 

Huh, Mayu seems really friendly and nice (remembered telepthic hug, remembered headpat), she’s surprised she’d characterize herself as bad for Lovers. She feels curiosity about what exactly that means, and then sends a hurried sense that she didn’t mean that as a question, if Mayu’s not comfortable talking about that.

Lilian attempts to drill the images of the map and its impressions into her mind. She’s smart, was always at the top of her class if she tried and often if she didn’t, but it’s still taking substantial effort to hold all of this in her head.

Mayu winces, and sends her impression of what the places that taste like her do. 

The answer appears to be "dissolves people." Mayu chirrups and snuggles closer and sends reassurance that she doesn't usually eat people. She has it under control. 

Usually? Wait, no, it's gruesome but that's a perfectly valid thing to do in defense of one's life, and Lilian would be safe from it anyway, most likely.

(It probably isn't reasonable for so much of Lilian's feeling that Mayu is safe to come from the general impression she gets of her over telepathy, for all she knows you can lie through that)

She thinks she sort of already knew about places like that, in the back of her mind, but having them brought to her attention is probably good.

Lilian regenerates and can heal herself real fast if she needs to, she thinks those probably aren't too dangerous to her, but it's good for her to know which places she needs to rescue people from fast. 

Mayu coos softly and sends an impression of the safer local routes that duck around the less friendly and smart tentacle pits and the dissolving chambers. 

She squeezes around Lilian's cock a little bit, and presses in with goo between her legs a little and listens for her arousal.

The squeeze and the goo between her legs are appreciated. Her lust and the low, slow-building desire for another orgasm flare up slightly, and she has a bit of a harder time paying attention to the maps instead of just focusing on the pleasure. Lilian focuses through it to keep absorbing the information Mayu’s sending, her sense that this is important, valuable information still strong enough to overcome her hunger for more.

A vague fantasy begins to form in the back of her mind of Mayu somehow convincing her that the best way to learn is to have a bunch of orgasms, but she manages to cut it off before it distracts her too much.

A thought bubbles up in Mayu's pink head, and she sends it. 

How about we study and then I quiz you and you get an orgasm for every right answer?

She chirrups happily. That was a big complicated thought. 

Mayu has succeeded in convincing Lilian that the best way for her to learn is to have a bunch of orgasms.

Oh my goodness, that chirruping is so incredibly cute. Lilian leans in to kiss Mayu on the cheek this time.

Mayu tastes of strawberries, it turns out! And she's very eager to review the maps. 

One route at a time?

She starts showing Lilian the route north, since that's the one that she's most likely to need to use soon.

One route at a time.

Lilian musters the full strength of her will to focus through the three great distractions of strawberry flavor, excessive cuteness, and snugglefucking. She mostly succeeds. For now, at least.

Lilian has a good memory, and her general method of navigating in her head is rather receptive to the visuospatial way Mayu’s explaining things to her.

Mayu isn't trying to make this difficult, but she sure is still squeezing and grinding against Lilian's cock. Not particularly urgently, but definitely some. 

They can do a few different routes this way, Mayu leading, Lilian following along. There's a lot of material to get through, though.

Lilian focuses on the routes as well as she can, trying her best to stay focused, to pay more attention to the routes than the sensations. Slowly, as time passes, the pleasant squishy feeling of Mayu’s body against hers and the slick tightness of her pussy around Lilian’s cock loom larger and larger in Lilian’s mind.

As time passes, Lilian asks Mayu to slow down or go over something again more often, each time her thoughts tinged with more arousal than the one prior.

Mayu notices the building arousal in Lilian's mind, and...

Well, normally she'd speed up, but for this case, it seems like the opposite would be a good idea? So she learns better? 

She slows down her pace along with the instruction, but does not, actually, stop. 

That helps in the short term. Lilian starts receding from orgasm instead of moving towards it. She’s no longer having her need to orgasm impinge on her thoughts enough that she has to, for example, backtrack because she just thought to herself that the correct way to get back to the surface at a particular junction is to cum in Mayu’s pussy.

(That was only once!)

Lilian is, in general, a quick learner. But then again, there is a lot to cover here.

That's no good! Lilian is getting less yummy!

She speeds up a little again, trying to aim for something in between where she was and where she is now. And keeps sending maps. 

She is maybe also being a little enthusiastic about a particular tentacle pit that she spent six months in a while back and still misses. 

Oooh, Lilian likes it when Mayu speeds up a bit again. Just how much she likes it takes a while to impinge on her ability to absorb information quickly. The description of the tentacle pit and the increased stimulation do eventually combine to the point that she starts to struggle a bit more again, though.

Maybe Mayu could slow down a bit when Lilian starts doing poorly, and speed up again if she’s doing well? To keep Lilian nice and yummy while she still manages to learn things?

This seems like a reasonable compromise! 

Mayu will settle for a nice simmering Lilian as they continue to review.

This particular feedback loop, incidentally, ties Lilian’s pleasure to how well she’s receiving Mayu’s instruction.

For a very horny Lilian, this turns out to be incredibly motivating. She wants that ooey-gooey slick hole to keep pleasantly squeezing her cock. She wants Mayu to keep bouncing bouncing nice and quick so her boobs jiggle in Lilian's face. So she needs to pay very close attention to everything Mayu’s sending her. If she doesn't, Mayu might slow down!

It doesn’t actually help her do better than if she wasn’t being distracted at all, but given some amount of distraction, this is probably the best-performing Lilian you could get.

She’s probably developing a new fetish. Well, she can add it to the list of new things she gets to enjoy since she landed in her new universe.

Mayu is enjoying this too! Is this... edging? She had heard of it from a traveller once, but never really seen the point of it before this. 

She's learning things! And so is Lilian. 

It is edging! Lilian has sort of complicated feelings about this! On the one hand, this feels great, holding back from orgasm for this long is driving her to exquisite levels of arousal, neediness, and pleasure. One the other hand, at least half of her mind is now dedicated to how much she wants to cum! Fortunately for her performance and her continuing pleasure, this is just driving her to ever-more-obsessively focus on learning everything she can!

After all, once Mayu moves on to quizzing her each thing she knows is a potential spurt of cum into Mayu’s pussy. She wants that, she wants it so much, whenever she gets too distracted it's always to giddily fantasize about her last orgasm inside Mayu, about cumming in her again.

Awwwwww, it's cute how brightly she shines when she's teased. 

Eventually (and my, is that ever a long eventually), it's quiz time. 

Mayu brings Lilian just up to the edge, and then asks her first question: Where is her favorite tentacle pit in this whole area?

Lilian remembers this! Mayu spent a while talking about it! Remembering the location is slightly difficult through the fantasies of all the lovely things it could do to her, but she manages! She got it right! She's sure of it!

She's gonna get to cum, oh yes she's so happy she's gonna cum, gonna go spurt spurt spurt into Mayu's sqeezy-tight pussy-

(If Mayu's paying close attention to Lilian's light, she might notice that Lilian's certainty that she got the right answer and Mayu's about to make her orgasm is very nearly enough to push her over the edge on its own)

And Mayu speeds up and clenches hard around Lilian, and kisses her with her strawberry lips, and bounces those tits in her face just like she wants them - 

And Lilian finally, finally gets to cum.

It’s everything she dreamed. The sheer pleasure of it would be overloading her, if she could still be overloaded like that. She can’t, so she gets to enjoy each and every spurt with a clear enough mind for it to seal itself into her memory.

This time her fantasies all stay put and she simply giggles happily as she her cock spasms in ejaculation again and again and again, compulsively thrusting up into Mayu's bouncing form with each spurt.

Mayu chirrups appreciatively, and, before Lilian can come down from her first orgasm, puts to her another question. She seems entirely unfazed by the grinding of her hips.

Oh, she wants to answer this right so bad, if she answers right her orgasm keeps going.

The right answer is-

Spurt

No, focus, it’s-

Spurt

It’s-

Spurt

Lilian giggles as she cums.

Mayu sllllllooooows down, and repeats the question.

After her orgasm tapers off, Lilian has the sense, somewhere in the back of her mind, that maybe she could have focused through that, if she’d just tried harder. But focusing on the pleasure was just so much more rewarding in the moment that she didn’t try hard enough.

Well, if that’s true she’ll manage it one of these times.

This time, less distracted, she answers the question right.

And Mayu speeds up again! Who would have expected that. She seems to be having fun. 

Along the path north, what are the three most dangerous hazards?

Lilian’s orgasm starts back up again, and with it the eternal temptation to simply focus on the next pulse of pleasure.

This next question’s too complicated for her to get it right while orgasming. Three things! Too many for her to think through before the seductive pleasure of her orgasm manages to pull her attention back to itself and off answering the question.

Still one orgasm per thing, Mayu reminds Lilian. She's grinning as she slows to give Lilian a chance.

Now that she’s not cumming it’s much easier to answer the question! The pavlovian connection forming in her mind between answering Mayu’s questions correctly and orgasm makes her extra motivated to get it right.

The anticipation after she's sure she has the right answer is delicious. Her cock happily twitches and throbs inside Mayu as she answers.

Three correct answers means three orgasms! And Mayu is very happy to administer them.

Lilian barely requires any stimulation at all to go over the edge this time.

The sense that she’s being rewarded for answering the question, that she’s doing a good job learning, combines with the bliss of orgasm to leave her feeling a little like she’s wrapped up in a warm cozy blanket. Lilian squeezes Mayu tight as she orgasms, nuzzling her face into her breasts and happily squeezing her ass.

She gets three orgasms. She can just focus in on the pleasure and not worry too much about anything else for a little while.

Eventually it is question time again. 

This cycle could go on for quite a while.

It rather does!

Lilian eventually gets to the point where she can manage to answer simple, relatively easy questions mid-orgasm, but fails to exercise enough control of her attention to answer the more complex or difficult ones. Yet, anyway. She's still improving.

Unfortunately, all good things must come to an end. Even orgasm quizzes.

And Mayu pats her on the head gloopily, and chirrups, and smiles. 

Good student, she sends. If you need anything don't hesitate to come back. 

Lilian smiles happily when Mayu calls her "good student". She has received a good grade in Orgasm Quiz, a thing both reasonable to want and possible to achieve!

Thank you! You're a good teacher, I learned so much!

After one last impulsive hug, off she heads.