Sad beyond words

My step-father and I have always been very close.  He started dating my mother almost 44 years ago.   My mom died almost five years ago. 

 I  have taken care of him, and visited and ate with him almost every day.  I moved in with him a few years back when he had a total hip replacement, and then had a seizure and lost his license for six months.  I did literally everything for him.  Since mom died I devoted my life to him.  In fact, I took care of mom with him for some years after her stroke, and whilie she was on hospice.

He made me executor of his will, power of attorney, and left the house to me in his will.  He also was leaving me a percentage of the rest of his estate. 

A few months ago he met a woman who was 69.  She just turned 70 in February.  She met me once, and at that time took me aside and told me the relationship between my stepfather and her was purely friendship.   She said she was afraid he wanted more, and she did not want to mislead him.   Her exact words were "I mean, really . . . what more could there be?"   Two hours later when she left the house she bent down and kissed him on the mouth.  She was leaving messages at the house that started out, "Hey, Babe."   Things then took off at an alarming rate.   She wears a lot of makeup, tight clothes, and wears her hat cocked to the side.  He is flattered beyond words that she gives him attention.  She calls every few hours.  If I visit and she calls, he runs to get the phone, takes it where I can't hear and closes the door, sometimes for as long as 40 minutes while I am waiting.  I feel like a stranger in my mother's house . . . the house where she died. 

Over the past weeks he has been with her a lot, and didn't even want to eat with the rest of our family at Easter.  This is the first year he did not go with me to put flowers on my mother's grave. 

Two days ago he called me while she was at his house.  He asked me if I would mind if he gave this woman my mom's engagement ring;  right before Mother's Day, no less.  I was totallly speechless.   I told him I would call him back.   Before I could call him, he called me back and told me he offered the ring to her.  She refused, saying it should go to me. 

This woman met my stepfather at the senior center.  He told her one day how he admired her, and that he wanted to start seeing her.  Many weeks went by, and nothing happened.  At the end of February she had a falling out with her "companion" and needed a place to live.  That's when she agreed to give my SF her cell number, and that's when she made all her moves.  She knows how I feel, and last week saw me and refused to come near me or speak to me.  She has a reputation of being a "trouble maker."  He says she just "stands up for herself."

My relationship with my SF has changed significantly.  He only had me to depend on.  No one else in our famiily stepped up to help him, ever.  It was me by his side.  About a month ago he actually told me I have my life, and they have theirs.  I was in total shock.  He is not the same person anymore.  I want him to be happy, but he is being taken.  She told him repeatedly how she had nothing.  She tells him he is the nicest person she has ever met, and that she can tell him things she has never told anyone else.  He asked me what I thought of her, and I told him she has sent up many red flags.  I have to walk the fine line of not bashing her, and yet trying to protect him.  He is like a teenager, and nothing else matters to him anymore.  I am hurt beyond belief. 

I am alone and have no security.  He always said he would take care of me, but she is moving quickly.  I truly want him to be happy, but feel this is just a classic case of someone taking advantage of the elderlly for financial gain.  I am extremely depressed and fearful about everything right now.   Thank you for reading this.   I feel I have lost everything.   He was my closest friend.