Sheila and I were curled up spoon style on the couch, sleeping together in perfect harmony when Lela finally got home that first night. We had been watching television and drifted off to sleep, leaving the television on. As Lela came in, I glanced at me watch, noting it was close to 1:30 AM. Earlier, she had said she got off work at 11. After closing the door behind her and seeing me and the still sleeping little girl next to me, she stood with her hands on her hips looking at us as I looked back with a contented smile. She wore tight jeans and a tight western shirt with the top few buttons left undone, leaving a fancy white lacey bra slightly exposed. It struck me her boobs looked nice for a woman her age.

"Well, don't you two look all nice and comfy," she said in a friendly tone, and her voice told me she had spent the time since she got off work drinking. I noticed a slight unsteadiness in her stance, as well. She was tipsy, if not drunk.

"Hi Lela," I said, trying to stretch the sleep from my upper body without waking Sheila. Sheila had changed earlier into her sleeping clothes, a patterned, simple, straight nylon gown with scooped neck that came down to mid-thigh. I knew she wore nothing under it. She slept with her arm curled under her head, her knees lifted with my legs fitted up behind hers, my arm holding her waist. Looking down on her I kissed the top of her head and looked back up to Lela. "Looks like we both missed the end of that movie we were watching," I chuckled.

"I guess so," Lela chuckled, her voice a little thick sounding. "Did she give you any trouble?" Lela asked.

"She's a doll, Lela," I said, laughing softly. "I already love her to death," bringing my arm up for my hand to wrap her bare shoulder as I looked down on her. Looking back to Lela, I added, "We had a really fun day today, Lela. I appreciate your letting her keep me company."

"Good," Lela said with a chuckle. Taking a few steps closer and bending to look down on the sleeping beauty, she said, "God, she is a pretty little thing, isn't she?" reaching her fingers down to touch the little girl's cheek. Her already low, gravelly voice had a barroom sound to it, and I could smell whiskey and cigarettes in her breath.

I laughed as I too looked at her pretty face in repose. Looking back up to Lela, I added, "Lela, she is a flat-assed gorgeous girl."

Lela laughed, turning to head off toward the kitchen, her walk slightly unsteady but with a slightly exaggerated sway in her hips she meant to look sexy. I kissed Sheila's cheek, and she crinkled and twitched her nose and smiled, her eyes still closed. "Let me up, honey," I whispered. "Lela's home." Sheila opened her sleepy eyes to look up at me as I began crawling over her, and she started to sit up. "No, stay here for now, honey," I whispered. "I'll come get you in a minute." She settled back down on her arm and closed her eyes again as I stood to walk into the kitchen behind Lela.

Lela had a small dish of cottage cheese with sliced peaches in front of her and was finishing pouring a small glass of milk as I came up behind her. Circling my fingers around her waist for my hands to rest on her upper hips under the tight jeans, I asked, "So how was work, Lela?"

Lela lifted the dish and began eating. "Just the usual," she said, a chuckle in her gravelly voice, and she sipped some of the milk. I was trying to judge how much she had had to drink, and decided it was plenty enough that I did not have to be too coy in coming on to her.

Moving closer and leaning my head into her hair beside her face, I said, "Damn you're a sexy looking woman, Lela." Running my hand down over her butt, I said, "I bet you have a hard time keeping those cowboys at the bar to leave this," my hand curling around her butt cheek to squeeze into it, "alone, don't you?"

She chuckled, still eating her late night snack. "The boys do seem to enjoy looking me over," she bragged.

Circling a hand around to hold against her tummy, my other hand went up to cup a breast. "You've got a lot to look at, Lela," I said with a chuckle. "I bet the boys want to do more than look at you."

She chuckled, still finishing her snack and sipping her milk. "I do get hit up pretty often," she said. "Those fellows get a few beers in them and they think they can paw me all over," she added with a low sensual laugh.

My hand on her tummy slid down her body for my hand to rest on her upper leg, my fingers pulling into her inner thigh touching her crotch as my other hand massaged her breast. "I bet those boys want to feel you up pretty bad," I said with my own low chuckle. "You got a really hot body here, Lela."

"You think so?" she asked, her low voice sexy as she sat her dish on the counter and turned to face me, her butt against the countertop as her hands went up behind her to rest on the edge of the counter. She knew she was showing off her body to me.

I took a half step back to look her up and down. Under my light khaki colored pants I could feel my cock was already half swollen. My boxer shorts still lay beside Sheila's bed. "Oh yeah, Lela," I said lasciviously, stepping back into her and taking her hand to pull down and press it into the swelling cock in my pants. "Makes me want to give you some of this," I said, wrapping her fingers around the shaft as I wrapped my arm around her waist and pulled her into me. Pressing my lips into hers, I slipped my tongue inside her waiting mouth and found her whisky, cigarette taste felt sexy. I could tell she was drunk enough I could do anything to her and that was a turn-on for me. Pushing my leg between hers I rammed it hard into her crotch as we kissed and could feel she was getting hot fast. Breaking the hot kiss, I held her in front of me with my hands under her arms, feeling the sides of her bra and slightly pushing the cups together, peering into her lusty eyes. For 50 years old and having led a hard life, she was not at all a bad looking woman and her body really was nice. In a low voice, I said, "I'm going have to give you a pretty good fucking tonight, Lela, you know that, don't you?"

She chuckled in her low gravelly voice as she stood swaying a little to keep her balance. Looking up at me coquettishly, she said, "Oh, do you think so, huh?" her words slurring together slightly.

"Yeah, that's right," I said, my hand going down to wrap her pussy and squeeze it. "Go get your teeth brushed while I put the kid to bed and I'll meet you in your bedroom."

She looked at me seductively as she moved off down the hall with her hips swaying sexily for my benefit. Going back to the living room, I lifted Sheila in my arms and headed for the bedrooms. Blinking her eyes as she wrapped her arms around me, Sheila looked up questioningly. Laying her on the side of Lela's bed with her head on a pillow, I whispered, "Act like you're asleep. I'm about to fuck Lela." Sheila's eyes flew wide and as she opened her mouth to speak, I put my hand over it. "No, no, don't say anything," I whispered, hearing the hall bathroom door opening. "Just curl up and act like you're asleep." I was sitting on the end of the bed as Lela walked in.

Lela was vamping as she entered the room, but seeing Sheila she stopped, her eyes focusing on the sleeping girl with a questioning look. Paying no attention, I came up and wrapped my arms around her, pulling her close with one hand high on her back and the other on her butt, sinking my face down to kiss her neck. "You brought her in here?" she whispered, her low, gravelly voice sounding slightly inebriated.

"I was in a hurry," I said, continuing to nuzzle her as my leg pushed into her crotch, my hand pulling her butt into me for her to feel the leg in her crotch.

"She'll hear us," Lela whispered back, a confused sound in her voice. Continuing my sexual attack on her, I whispered, "I don't give a shit." Bringing a hand up to cup her breast and crush my fingers into it, I looked at her and said, "Do you?"

Lela looked at Sheila's sleeping form as my hand was squeezing into her pussy. She quietly giggled a sexual giggle as she scrunched her face, shrugging as if to say she did not care, either.

"I didn't think so," I said, leading her to the end of the bed where I sat, holding her standing in front of me between my legs. Reaching up to begin unbuttoning her shirt, I said, "Now I'm gonna strip you naked and fuck you, Lela." Looking up to her face looking down on me as I continued unbuttoning the shirt, I added, "What do you think about that?"

Her face was flushing and her chest beginning to heave as she stood looking down, her hands on my shoulders. I took off her shirt to reveal her fancy white bra. "Nice," I said, massaging her breasts through the bra. Sitting back down I unbuckled the belt on her jeans and undid them to take them off. They were so tight it took some pushing and wriggling on her part to get them down over her hips and on down her thighs, but as she stepped out of them, I saw she wore waist high nylon panties with the leg openings cut high, a wide lace insert coming up from the crotch. "Holy fuck, those are sexy panties, Lela," I said, my hands curling around her butt to pull her to me for my face to bury into them.

"You like them?" Lela chuckled, stroking my back as I inhaled the scent of her body through the nylon lace.

"I fucking love them," I said, standing to strip off my pants and shirt, revealing a hard, throbbing cock. "Look what they do to my cock," I said. Lela stepped into me, her fingers taking my cock into her hand as she lifted her lips to mine. How hot she was showed in the intensity of her tongue as our lips met. I loved the feel of the lace bra scratching over my chest as we twisted and pulled each other tighter. I loved the feel of her butt under the panties as I pulled it hard into the cock Lela held crushed into her belly. Breaking the kiss I slowly sank back into a sitting position on the end of the bed with my knees spread wide. "Get on your knees and suck it, Lela," I said, and Lela bent down to her knees to suck the dick into her mouth.

Lela's mouth felt warm and wet as she sucked, her tongue caressing my cock as she sucked it in and out. It was really a wondrous feeling, and with my hands caressing the sides of her face as she worked, I said, "God, you are a wonderful cock sucker, Lela. Your mouth feels fucking wonderful."

Reaching down under her arms, I pulled Lela up on top of me as laid back on the bed for her face to hover over mine. "Fuck, Lela, you'd better stop that before I unload in your mouth," I laughed, my hands on her butt feeling those smooth panties as I pulled it into me. "That mouth of yours feels good!"

She chuckled and again I could smell the whisky and cigarettes in her hot breath, and again it smelled sexy to me. "You like that, huh?" she said, her voice husky with lust.

"Get your head up on the pillow, Lela," I said, chuckling myself. "I want to play with your body some before I fuck it."

She giggled as she crawled up the bed to prepare herself, and I could see by her movements she was still half-drunk or more. She flopped over to stretch out straight down the bed waiting as I crawled up on top of her. I stopped to bury my face in the crotch of her panties and smell the warm, musky odor of her pussy. The heat radiating up told me how hot she was. Pushing my arms under her as I stretched out over her, my head at her chest, I buried my face into one cup of her bra and then the other, biting into her breasts through the lacy bra. "Fuck, you're sexy, Lela," I said, sitting up to reach under and unsnap the bra. Pulling it off I was a little taken aback at the size and firmness of her grapefruit-sized tits. Clutching the flesh into my fingers, I said, "Damn, you've got really, really good tits, Lela."

She chuckled as she watched, her arms resting on my upper legs as I sat on top of her. "Yeah, I've always had good boobs," she agreed. Coyly, she said, "You didn't know what my pretty bra had inside it, did you?" and chuckled her gravelly chuckle.

Moving down her legs, I began pulling down her panties to reveal the well-manicured bush of her pussy mound. Removing the panties, I pushed her legs apart, stepping my knees inside them and lifting her knees with my hands to open her crotch to me. "I better check your pussy out, Lela," I said, leaning down to lay my tongue flat against her slit. She squirmed as she felt the warm tongue, and reached down to lay her fingers on my head.

My fingers spread the lips of her pussy, revealing her pink, soaking wet gash, and stiffening my tongue I pushed it firmly inside and licked up from the bottom to the top, sucking in the juices as it moved up. Lela's body trembled at the feel, and when my tongue came up the long, stiff sheath of her swollen clit, she grabbed my head, gasping, "Oh fuck!" I looked up and smiled at her wide eyes looking down on me. "That feel good, Lela?" I asked innocently. She licked her lips as she stared down, waiting for more. I shoved two fingers inside her cunt and curled them up, feeling the ridges of her g-spot inside and pressing up as I drug my fingers back and forth over them, feeling Lela's body trembling in pleasure. "That feels good, too, huh Lela?" Her excited wide eyes watched me as she waited for more, her fingers still clutching my head. I dropped my tongue down firmly on her swollen clit to play with it, stroking the sheath as my fingers massaged her g-spot inside. Lela's hips squirmed wildly and humped as she clutched my head, muttering above, "Oh god, oh god," over and over. I could orgasm this woman pretty fast, I thought.

I stretched myself back up her body, pushing my hands under her shoulders as my cock down below sank into her cunt. With my face over hers I looked down into her lust filled eyes. "You're gonna have a big orgasm tonight, Lela," I said. Her eyes looked wild with anticipation and lust. "How long has it been since you've had a really, really good orgasm, Lela?" I asked. "One that ripped your brains apart?" She was licking her lips looking up at me, her eyes almost crying she wanted it so badly. Glancing over to see Sheila's eyes watching us as she lay in her curled up sleeping position, I said, "Oh hi, Sheila." Lela's head whipped over to see her watching us.

"Lela and I are fucking," I explained pleasantly. Lela's head came back to look at me when she heard what I said, and then back over to Sheila.

Sheila was giggling as she began sitting up on her knees. "I see," she said giggling.

"Come on over closer before you fall off the bed," I said. Sheila scooted on her knees up beside us. Lela's head whipped from me to Sheila as we talked, her eyes wild with excitement and fear and confusion.

Seeing her eyes fixed on her, Sheila said happily, "Hi Lela, I must have been asleep when you got home."

"You were," Lela stammered in her throaty voice.

"Have you ever seen your grandmother naked?" I asked in a casual voice as I rolled off Lela to sit beside Sheila, my throbbing cock bobbing in front. Lela's eyes froze on my cock, and then up to Sheila to see if she had noticed. "Bet you didn't know Lela had such a pretty, sexy body, did you?"

Sheila's little girl eyes roamed up and down Lela's body in wonderment. "N-o-o-o," she said slowly. Looking back up to Lela, she added, "You're really pretty, Lela. I didn't know your body was so pretty and nice."

Taking Sheila's hand, I said, "Feel how nice and firm her pretty boobs are," placing the hand over Lela's breast and squeezing her fingers into the flesh. "Aren't they pretty and firm?" I asked.

Lela's eyes were about to pop out of her head as she watched Sheila's hand. "Oh wow," Sheila said softly, kneading the flesh of the breast. Looking up to Lela, she said in a very earnest voice, "Lela, your boobs are so wonderful." With a giggle, she added, "They're prettier than mommy's, Lela."

Lela tried to chuckle as she smiled up, her arm reaching to pat the little girl's bottom. "Thank you, sweetie," she managed to get out, her gravelly voice low and cracking.

"Get up where you can feel better, honey," I said, lifting Sheila and setting her straddling Lela's tummy. "There, now you can feel both of them," I said. Sheila looked mesmerized by the boobs as her little hands reached down to clutch and massage them. As she did I reached down to Lela's knee, rolling her leg out so I could get back to her crotch. Lela was too confused and shocked to resist anything as she tried to clear her half-drunk head. My fingers found that her clit had softened and I began to work it back up again while Sheila ooo and ahh'd over her tits.

Leaning my head back up as my fingers worked her clit, I saw Lela's hands resting on Sheila's legs, her eyes watching the little girl's hands on her breasts. "Put your cheek on them, Sheila," I said helpfully. "Feel how soft and firm they are." Sheila pushed herself back to lay her head against one of the breasts. "Doesn't that feel nice?" I asked. Lela's hands now rested on Sheila's back as she continued to watch. "Suck her nipple, Sheila," I offered. "That feels good to Lela, doesn't it Lela?" I asked, knowing she was too confused to think about answering. Sheila took a breast in both hands as she sucked the nipple into her little mouth. "Good girl," I said, rubbing her back above Lela's hands as my fingers continued massaging her half-swollen clit. "That feels good to Lela. Tell her it feels good, Lela," I said.

Clearing her throat with difficulty, Lela grasped out, "That feels nice, sweetie," as she her hands began slowly to circle on Sheila's back.

"I told you," I offered brightly to Sheila. Sitting back up, I could feel more stiffening of her clit. "Well, look at that," I laughed from behind Sheila's little butt up in the air as she leaned over Lela's chest. "You don't have on any panties, Sheila!" I laughed.

Sheila burst out giggling as she sucked Lela's nipple and looking down past her body at me, she said, "I know," and giggled profusely as she tried to return to the nipple.

"I better check this," I said, reaching my free hand up to push my fingers inside her little slit. I laughed with glee. "Lela, you've made pretty Sheila's pussy wet!" I exclaimed, continuing to laugh. Sheila couldn't keep sucking the nipple for giggling and squirming. Lela's clit swelled up firmly in about two seconds, and I looked up to see her hands now pressing down on Sheila's back as they stroked in wide circles. "Feel," I said, reaching to take Lela's hand and pull it under Sheila, pressing her fingers inside the lips of her little pussy. "See how wet she is?" Sheila giggled with glee as she squirmed her little hips.

I looked up to see Lela's hand holding Sheila to her as she stared down on the little girl's head. I held her fingers in the little slit, moving them around in the wetness, and then let go to move back up to lie beside Lela. Her fingers stayed in the slit. Pushing my arm under Lela's shoulders I lay with her, watching Sheila. "Holy fuck, she is a hot, sexy, gorgeous little girl, Lela, isn't she?" I asked softly. To my side I could see Lela's eyes again glazing over in lust as she watched her granddaughter on her breasts, her fingers feeling the wetness of her little pussy. "Can you feel how stiff her little clit is?" I whispered to Lela. Lela could not resist a soft moan. "Look how gorgeous she is," I said, my hand reaching under Sheila to pull up her little chin so we could see her face. Sheila smiled at Lela sweetly.

Lela stared at her blankly, her eyes continuing to fill with lust. "Oh my god, she is," Lela said, her low voice filled with lust.

"Why don't you give Lela a kiss, honey?" I asked.

Stretching her little body up Lela's, Sheila pushed her arms around Lela's neck and poised her face inches above Lela's and looked lovingly into her eyes. "Holy shit," I thought, "that's just like Lexi. I've got myself another Lexi." Slowly Sheila lowered her lips on to Lela's to give her a long, sweet kiss. Lela's fingers continued to work Sheila's slit. Lela's body twitched and I looked up to see that Sheila must have plunged her tongue into Lela because the action suddenly shot up. Lela's hand went to the back of Sheila's head to pull her mouth into hers as her body heaved up into the girl.

Moving up to watch their writhing heads locked together, I whispered, "Lela, you're fucking that pretty little girl with your tongue, aren't you?" Lela groaned as her body squirmed and heaved up into Sheila. It would not take long to get Lela into orgasm, and as she felt my fingers moving against her swollen clit again, her hips began coming off the bed to ram into them, her head breaking violently away from Sheila to allow a loud moan of pleasure. Both Lela and Sheila were drenched in sweat, and Sheila moaned with Lela. Reaching my head back up to Lela, I said, "Fuck her good, Lela. Make your gorgeous little girl cum for you." They were both moaning like cats in heat as they writhed and squirmed their hot bodies against one another. "She's your little cunt, Lela," I whispered. "Make your little cunt cum for you, Lela. Make her cum, make her cum, make her cum!" I quietly screamed at her. And Lela went over the top into orgasm.

With a scream her shuddering, shaking body arched up so high only her shoulders and feet were touching the bed. I had to grasp her pussy to keep my hand in place to keep working her clit. The great spasm worked its way through her and as she begin to sink, I said, "Here it comes again, Lela!" and the second spasm hit her, raising her back up shuddering and shaking as a second scream caught in her throat. "Cum, Lela, cum big for your little girl," I whispered as my fingers flew furiously over her clit. I saw that Sheila was in orgasm, too, shaking and arching up as she held on to Lela for dear life. Lela's body seemed to be flying apart. Surge after surge lifted and tossed Lela as the orgasm continued on and on. Sheila had collapsed on to her chest, still holding on as Lela's body went through surge after surge until it finally fell to the bed.


Lela's eyes were glazed over as she lay gasping for breath, chest heaving wildly, her body shaking in great tremors, her head flopping from side to side like a madman trying to find air. I pulled the trembling little body of Sheila from her and held her tight while her chest heaved, gasping for breath. As she calmed down, I turned her in my arms so we could both watch Lela fighting to recover.

"Is she okay?" Sheila asked quietly.

"Yeah," I laughed. "Hers was a really, really big one."

Sheila giggled. "I know," she said. "I could feel it."

It must have been five minutes or more before Lela began to settle down into simple tremors and gasping breaths. Finally, she rolled her head our way and I could tell she was seeing us again. I laughed. "Remember I told you that your were going to have a really big orgasm tonight, Lela?" I asked.

Between gasping breaths she managed a smile. "Wow," she gasped, closing her eyes to rest.

Laughing again, I said, "You've been wanting to do that to this gorgeous little girl for a long time, Lela, haven't you?" hugging Sheila to me and looking down on her face.

Lela's panicked eyes shot open, staring first at me, then at Sheila, and back to me. I laughed. "Calm down, Lela," I said soothingly. Looking back to Sheila, I said, "Hell, who wouldn't want some of her?" Sheila glanced up at me and giggled. I laughed again. "She liked you fucking her, Lela," I said, looking back down to Sheila, "Didn't you, Sheila?"

Sheila giggled. "That was really fun, Lela," she said with loads of little girl enthusiasm. "I like it that I made you feel good." She giggled. "You made me feel good, too, Lela," she added with more enthusiasm and giggles.

Lela looked at Sheila for several moments, absorbing her reaction. Then she laid a hand on Sheila's leg and smiled at her.

"Think about it, Lela," I said. "Now you can fuck her anytime you want. How sweet does it get?" I asked laughing. Sheila giggled hard behind her hands as her sparkling eyes peered out at Lela.

Lela stared at Sheila, thinking. "Oh my god," she said in her gravelly voice, her hand squeezing Sheila's leg as she smiled lovingly at the gorgeous little face.

I laughed. "Lela, you and Sheila and I are going to have lots of fun," I said, and then with another laugh, I added, "A lot more than you can imagine."

Fluffing up the pillow beside Lela's head, I sat up against it, pulling Sheila into my lap. "Lela, you rest now." Looking at Sheila, I added, "And you, pretty girl, you tell me when you're rested up." I laughed. "I'm still horny, you know." Sheila bent over in giggles.

Lela who had closed her eyes and was drifting off, opened them again to look up with a confused look. "Huh?" she asked groggily. "Ready for what?" I laughed and Sheila fell over giggling.

Later as Lela slept beside us Sheila and I had a really good fuck.


The stage was now completely set for what went on over the next two years. The base of operations was now Lela's apartment, for which I used my own money to fix up very nicely with new furnishings and decor. Never again did I have a problem when asked which apart I lived in. I lived here with Lela and my new little "niece," Sheila. A few days after this opening episode, I told Lela I was moving Sheila home with me to live, but we would both be back often to spend time with her and use the apartment.

And I was certainly right about Sheila. Sheila was Lexi reincarnated again into an 11-year old girl, only this time I had the luxury of being with her as a grown man. Over the next couple of years, Sheila and I would experience more fun than my wildest fantasies could have imagined.

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