Carnival of Erotic Souls

**AUTHORS NOTE: This short story is based on the cult-classic, public domain film, Carnival of Souls! (The beginning of it, at least.) A few things have been changed and modernized, but regardless, I hope you enjoy this steamy take on this spooky story. Thank you!**

*

Melanie Henry is beautiful. She's always been perceived as the daintiest, out of her and Kate, but when people met her, the illusion was quick to shatter. She was, in fact, much stronger than she looked.

Kate McNatus, on the other hand, put up no illusions at all. It wasn't that she wasn't perceived as dainty on the outside, because she quite frankly was, but her personality forced people to look at the real her. The her that said, "Don't think that just because I'm small I can't kick your ass."

So on October 31st, after dusk, when a light, cool fog slid across the road like a gardener snake, and the two women sat at an empty, red light - they wanted to have a little fun.

"I don't know, Halloween just isn't the same anymore. Is this growing up? Are we officially too old for Halloween?" Kate asked with a lit, ashy cigarette hanging from her glossy red lips.

"We're only 29, Kate! Don't you think you're being a tad dramatic? Besides, we had a blast last year. Not every Halloween can be stellar."

"I know, I know. I just thought we'd have more fun." Kate's tone was so whiny that Melanie couldn't help but laugh.

The loud rumble of an engine emerged from the fog and slithered beside their car.

"Looks like there's your fun." Melanie smirked.

The two men gazed out their passenger window with large, dopey smiles. The driver revved the engine as the two burst into laughter.

"Hey ladies!" The passenger yelled. "Roads all clear! How 'bout a race?"

"You two really feel like losin' on such a fun holiday?" Kate called.

"Losin'? Who said anything about losin'?"

"I did, sweetheart!" Kate laughed, sticking her head out the window. "I'll make ya a deal! If you win, I'll show ya my tits."

Melanie laughed, despite not wanting to be in a race at all tonight and not loving her best friend's torso hanging out of the driver window. She didn't have a good feeling about all this.

"As a matter of fact," Kate began, unbuttoning her tight, plaid shirt. "I'll just show you right now."

The men's mouths dropped open and Melanie could swear she saw them drooling before the light turned bright green and the ladies' car squealed through the intersection. With her heart pounding out of her chest, Melanie grabbed a hold of the wheel as Kate quickly fixed her shirt. Both girls were hollering their laughter as the wind flew through their hair.

"Looks like Raggedy Ann and the Lady Lumberjane are gonna win the race!" Kate laughed, her cigarette still hanging out of her mouth as she whipped around a corner. "No surprise there!"

The long stretch of road ended at a large field that their small town called a park, but it was really just a field. The ladies slid their car into the dirt parking lot while dust plumed around them. Laughing, Kate got out of the car. She stood tall with her denim, short-shorts and plaid shirt tied up around her waist. Her blood red, glossy lips shone through the light layer of fog that floated around them.

Just a moment later, the men's vehicle came rolling behind them and parking beside theirs. Both men exited the car and smiled wide at Kate's proud demeanor.

"Alright, missy. You /are/ good." Melanie rolled her eyes in the passenger seat. "Since ya won, what's your prize?"

"Well my friend, Melanie and I, were looking to have a good time tonight."

"Is that so?" said the driver.

"Yes, but... Well Melanie may be dressed up as a sweet, little Raggedy Ann doll, don't let the pigtails fool you. She loves to tease and dominate a man."

Both men smiled.

"That sounds right up your alley, Sam." said the driver, closing the gap between he and Kate. The instant connection between the two was palpable but finally, Melanie had had enough.

Sighing heavily, she exited the car but was stopped in her tracks, surprised by the good looks of the driver's partner who she now knew as Sam. He had thick, dark hair and brows and a tight, but stout body.

"What do you say, Mel?" asked Kate, wrapping her arms around her best friend.

"I say OK, but you two don't go too far in case someone needs help!" Melanie practically had to scream it because Kate and the driver had grabbed a blanket out of the car and we're practically halfway through the field.

Sam laughed as he grabbed his own blanket from their car and set in on the ground, underneath the opened, passenger side door.

"So... Melanie. What is it that you like to do with these submissive men?"

"Hm. Well," Melanie began. "Maybe I should tie you up and we'll find out."

Sam sat on the blanket he had laid out between the open car doors and held his wrists out to Melanie. His smile was bigger than the sun when she slid the shoelace out of his boot and tied it around his wrist.

"I'll be right back." she winked. Her frosty, freckled skin was glowing under the moonlight when she turned her back to Sam and walked behind the vehicle she had arrived in.

Sam's body ached with anticipation.

'What could she possibly be doing back there?' he thought.

Melanie emerged from behind the car wearing only the low cut apron and stockings from her costume. The apron was a thin, white fabric that went around her waist. Her nipples we're hardly covered by the two, thick straps of her apron that went over her shoulders.

The site made Sam hard as diamonds.

"What do you think?" She asked as her auburn hair spilled just barely over her shoulders.

"I-I like it."

"Aw, just like it? Maybe I'll just put the dress back on," said Melanie.

She turned back to the car, revealing her completely nude backside.

"No-no-no! I don't just like it. I, more than like it. I'm fucking rock hard just looking at those gorgeous-"

"OK, I get it." Melanie laughed as she approached Sam at the car, sitting with his hands tied above his head. "Do you want me to play with you?" she whispered.

Sam nodded frantically as Melanie's hand slid down his chest and to his thickening jeans. She unfastened the button and zipper and pulled his pants down around his ankles. The precum beads glistened on the tip of his cock, causing Melanie to squeal with joy.

"Mmmm, you've got a hot cock,"

Sam had never heard such a compliment and was mildly perplexed, but had to admit that Melanie wanting him made him twitch with arousal. It was a compliment he'd be sure to never forget. A gasp escaped his lips when the soft pads of her fingers slid up the underside of his sensitive skin.

"You're so hard."

She smiled as her fingers left Sam's cock and danced around his chiseled chin before dipping them inside his warm mouth. He sucked her fingers hungrily and Melanie felt Sam throb against her thigh as the blood rushed with excitement. When she felt her fingers were sufficiently moist, she rose from her spot and found a new one in front of Sam.

"Imagine," she began as she slowly spread her legs. "Imagine that hard cock, thrusting in and out of his tight, wet, pussy."

She lifted her apron, smiling as Sam shifted in his spot with his eyes wide and focused on her, all while his cock grew to a near painful need for release. Melanie's slender fingers danced around her labia and Sam's eyes were so wide, she was sure he could even see /her/ twitching with arousal. Small, hot circles spun around her clit as her nipples practically cut the light fog that was around them.

"I'm going to make myself come, Sam, watching you all sexy and tied up the way you are." Melanie's breath shook as heat built in her gut. Sam's legs spread even further and he too, enjoyed her eyes on him.

"You want this hard cock?" Sam teased, thrusting his hips in the air.

"Mmm," Melanie smirked. "You keep it up and you might not get this pussy tonight. I might end up coming all alone. God! It feels so good!"

Sam whimpered.

"Use me. Use me like the fuck toy I am. Use me any way you like!"

Melanie moved to sit on Sam's lap, placing his hard cock almost between her cheeks. The touch was delicate enough to only provide a sliver of pleasure, but left him craving more than he ever had before. Melanie's clit grew as her hips thrust into her hand. She threw her head back and her pace quickened.

"I'm so fucking close." She cried as Sam bucked his hips, grunting hungrily. "I'm gonna come all over your lap. I'm gonna come. I'm gonna... Fuck!"

Melanie's body convulsed on Sam and he felt himself leaking from his painful erection at the erotic site of her coming. She stood up unexpectedly, surprising Sam by grabbing him by both cheeks.

"Do you want to show me what a good fuck toy you are?"

He nodded eagerly, opening his mouth, sticking out his tongue, and swiping up Melanie's sensitive slit. At first, Melanie shuttered at the overwhelming sensation, but the more her sensitivity died down, the more her arousal grew once again. Her orgasm bubbled to a boil and as Sam's tongue worked Melanie's pussy, up and down, liking her slick, she came, covering his face with her juices.

"I think... you've had... enough." Melanie breathed out before setting herself back on Sam's lap.

She spun around and gripped his cock in her hand, guiding it to her entrance before slowly sitting on it in the reverse cowgirl position. Sam shuddered with pleasure and could hardly resist his urge to fuck up into her with all the force his body could muster.

"You feel so fucking good," he whined with his hands still tied.

Melanie's hips rolled and gyrated. She bounced and thrust. Her body moved in erotic waves as she slammed her warmth up and down on Sam's deliciously throbbing member, but she didn't have to ride for long before he became nearly over stimulated. The couple's moans could easily be heard throughout the park, had anyone been walking by, but the only one to see the naughty activities were the stars, the moon, and the recipients of pleasure themselves.

"I'm gonna come," Same cried as his chest heaved. Melanie thrust one last time, pulled Sam out of her, and jerked his seed all over her labia.

•

Both couples were separated by their activities, but when all was said and one, Sam and Melanie cleaned themselves up and put their temporary 'camp' back together. Finally, Kate and her partner emerged from the field.

"Have fun?!" Kate laughed as the girls got in their car and the guys in theirs. They meant to say goodbye, once and for all, but awkwardly went in the same direction. Stopped at the same traffic light, Kate yelled out to the window at them.

"Hey there, sweetheart. Nice night!"

"Perfect night for a race if you ask me!" said the driver, revving his engine.

"You like losing twice in one night?" said Kate, revving her engine right back at the men.

"Yeah, yeah, we'll see about that! How about this? If you win, you never have to see us again! If we win, we get second dates! Sound fair?"

Kate smirked.

"I'll take my chances!"

The light flashed green and the cars sped off. Kate, as distracted as ever, lit a cigarette and let it dangle out of her mouth while she drove. Kate was too tough for her own good. She never knew when to give up, and everytime each car rammed one another, the jerks of each car grew more and more and more aggressive.

Kate had taken the lead, once again, and once again the ladies car was out ranking the boys. Furrowing her brows, Melanie became overwhelmed with a gross sense of deja vu. It wasn't a feeling she enjoyed. At the ladies last race, she wasn't in the mood. But this time, she felt downright wrong about it.

Soon enough, the men caught up with them and the two vehicles were side by side. Each corner they took too fast, Melanie's anxiety grew and grew. Her heart pounded in her ears and she broke a sweat.

"Kate, chill out. The bridge is coming up!" Melanie cried as Kate side-swiped her competitors.

"Don't worry, Mel! Those boys can't win against me!"

"Kate, I don't care about the fucking race! That bridge can hardly stand one car, let alone two! Kate!"

All it took was one last shove from the men's vehicle. Kate's grip on the steering wheel jerked and the car crashed with a loud bang, through the side of the old, rickety bridge.

The night was silent, save for the screams of Kate and Melanie as their car crashed to the depths of the lake.

•

"I do worry about you leaving so soon after the accident, Melanie. I know you don't remember much about it right now, but you may later. Oftentimes, after a traumatic event, our memories aren't recovered until we start to heal."

"I appreciate the concern, Father McNatus, but I've already gotten a new job. I've talked with a Minister in Salt Lake City and I'm meeting him tomorrow." Kate's tone, unintentionally, was much cooler than usual.

"I understand. Please, if you need anything, reach out. If you remember anything, anything at all... You never know. It may help us find Kate."

Melanie nodded, wordlessly. Her eyes watered as she began her exit from the church. At the door, she stopped and looked back at the place she was raised.

"Goodbye, Father."

"See you soon, Melanie."

Melanie smiled once again and exited, mumbling under her breath.

"No you won't, Father, because I'm never coming back."

•

Melanie hardly wanted to be behind the wheel of the car all day, but she had a desperate and unexplainable need to head to Salt Lake City as soon as possible.

The sun beat down on Melanie's fair skin through her windshield as an odd building emerged in the distance. It was along the lake and from her angle, looked like it was an abandoned warehouse. The drive to it was fenced off and littered with "no trespassing" signs.

Melanie was so enamored with the building that she didn't even notice her radio glitch. The eerie sounds of Amazing Grace on piano filled the car. It wasn't until Melanie snapped out of her trance, that she realized the tempo was slower than usual.

'When did the radio change?' Melanie thought.

Suddenly, the radio blasted at full volume.

"God, what the HELL?"

Melanie pressed every button along the radio, twisting knobs and slamming her palm against it, but no matter what she attempted, the radio would not turn off. Panic flooded through Melanie. The heat from the sun felt unbearable. Her heart pounded and skipped a beat when she looked at her maps app and her phone started glitching, but before she knew it, a gas station appeared on the side of the road and the radio suddenly silenced.

Knowing her phone was glitching, Melanie spun the car into the gas station parking lot so she could ask for directions.

The gas station was small and unkempt, but the man inside was not.

He had creamy, dark skin, and even darker eyes. His hair faded to the top and the almost delicate features of his face complimented the large, muscular body underneath.

"Excuse me," Melanie began.

"Yes? How can I help you?"

'I can think of a few ways.'

Melanie was positively overwhelmed with lust and she needed this delicious man. It was like a force of destiny, calling her, beckoning her. She couldn't resist. She leaned forward on the counter and allowed her supple cleavage to spill out her shirt.

"Um, yeah. I need directions? I'm going to Salt Lake City and my phone keeps glitching so I don't want to be without anything."

"Sure, let me grab you a map..."

The man turned around and bent over. Melanie's breath nearly left her body seeing his tight, muscular back and the way his jeans hugged his round bottom.

"OK, so you're going to want to keep heading down this road..." The directions the man spoke faded in the background as Melanie focused on his masculine hands. She imagined those hands gripping her breasts and tweaking her already hardened nipples.

She could smell the erotic cologne he wore, which only poured images of what his abs looked like under that shirt. A touch pulled her from her daydream.

"Are you OK?" The man asked, lightly touching her arm.

"I'm sorry." Melanie laughed. "I'm OK, I was just thinking."

"About?"

"I don't know if I can tell you." Melanie's voice was smooth and dripped with eroticism.

The man behind the counter could tell where her head was at, and he knew because his head was in the same exact spot. Almost instinctively, Melanie knew that under the counter in his denim jeans, he was hard as a fucking rock while he stared at her protruding cleavage.

"Come on, I won't judge. I promise."

"I was wondering how big your cock is."

There was a nervous pause as the two debated how to move forward, but Melanie could see the twinkle behind his gorgeous, brown, almond shaped eyes.

"I suppose I could show you. That way, you don't have to wonder." He bit his plump lips and cocked an eyebrow and before she knew it, Melanie was behind the counter pulling her summer dress up and her lace panties down.

The man unzipped his pants and released his throbbing, thick, veiny cock as she leaned back on the counter, spreading her warm thighs for him. Her light grey eyes, suddenly became very dark as the lust rose within her. The man slid his erection up her clit, the friction causing them both just a twinge of pleasure.

Melanie gripped the back of the man's neck and pulled him in for a deep, steamy kiss. Their senses became entangled with one another. The man could smell every inch of the tropical perfume on Melanie's skin as his hips rolled. He too, wrapped his massive hands behind Melanie's neck and deepened their kiss, grunting as the friction of their skin-on-skin bubbled within them.

Melanie wrapped her arms around the man's waist, pulling him closer. She guided the head of his cock to her, slick, wet entrance and pulled at his belt loops, allowing him full access to her hole. He felt the warmth encase his cock and goosebumps kissed his dark skin as she moaned in his ear.

"Fuck me, hard." Melanie moaned as the darkness became her.

She leaned back on to the counter and practically ripped her breasts out of her shirt, exposing her rosy, hard nipples. With each thrust of the man's hips, Melanie felt her G-Spot swell. Her pussy dripped and twitched around him as the heat moved up her body. She grabbed the man's ass and slammed his hips into her own.

"Yes," Melanie cried. "Yes! Oh, God. Don't stop."

She ran her tongue across the man's neck and from the base to his jaw. She kissed and nibbled and sucked at the spot where his jaw met his ear, and the response she got was enough to make her come all over his cock.

"Fuck," he moaned. "Fuck, I'm so close."

The rumble of an engine filled their ears suddenly, as a car pulled into the gas station parking lot. The man pulled out of Melanie and attempted to put his cock back in his pants, but the woman before him had a better idea.

"Wait," She said, biting her lip and giggling as she crawled beneath the counter. His eyes lit up and his heart thumped harder than it ever had as he pushed his hips up close to it.

DING!

An older man entered the store.

"Hello," said the cashier, his voice shaky as he felt the familiar sensation of lips moving up and down his hard cock.

The man who entered the store went straight to the back without a word and rummaged around the coffee and fresh doughnuts. Quickly, the cashier looked down to make sure he wasn't exposed as he relaxed into his position. Melanie's warm, soft hands were firmly grasping his balls as her tongue swirled around this length. His breathing hitched and he did his best not to show it but his heart was thumping so hard. His blood was flowing so fast. His cock twitched under the counter as the man approached with his coffee and doughnuts.