I consider myself extremely lucky. I only recently returned home from hospital. My mate Peter's wife Carrie found me on the floor gasping for air. I was rushed into hospital and put on air and given loads of medication. Fortunately for me I turned the corner fairly quickly, unlike my girlfriend who sadly passed away with covid. In my last three days in hospital I was moved onto a mixed ward where I met Audrey. She was in the next bed to me and had been in hospital considerably longer than my ten weeks. The nurses were asking me who would pick me up and keep an eye on me on my return home. I gave Peter and Carrie's names and numbers. When they asked were they relatives, I told them no. Then they wanted to know what relationship we had. Being honest I told them that I was Carrie's lover. It raised many eyebrows. Later talking with Audrey she told me that she wondered what would happen with her when it was her turn to leave as she doesn't have anyone in her life. I found that very sad, especially as she was still an attractive woman at forty five years old. She was just three years older than me. I suggested that when it was her turn, to give my name and address and come and stay a while at my house. She thanked me and took my details down. Then Peter was collecting me and getting me home. When I got there Carrie had the house clean and tidy for me and said she would stay over with me for a few nights. She told me quite weepily that she thought that she was going to loose me. I told her that I was glad that she hadn't. Peter had to go and left Carrie with me saying he would be back later. For nearly a week Carrie fussed over me and Peter would drop in for food and to see his wife. On the fifth night I felt much better and slept with Carrie for the first time since my hospitalization. We just slept but in the morning Carrie pointed out that I must be better as I had a morning woody. Needless to say that we made good use of it and this time I was breathless for a much better reason. Carrie joked with Peter that I was obviously much better, or at least my cock was. He was happy for me. The four of us, including my deceased girlfriend, had been in a swinging group for many years and had a terrific relationship. Carrie shared my bed for another two nights. Then the phone rang and it was the hospital asking me about Audrey. I told them I was a friend and that Carrie would come and collect her and she would be staying with me. I had already told Carrie about Audrey so she wasn't to surprised and an hour later she went to the hospital to collect Audrey for me. I had told Carrie that we had become just friends and that she didn't have anyone to go home to. Carrie had made up a spare bed for her. Audrey arrived a short time later in just an NHS nighty and a blanket wrapped around her. She had been taken in at night when she called an ambulance out. Once Audrey was settled with a cup of tea, Carrie went off to Audrey's house to collect some clothes and other bits for her. Just after Carrie had left Audrey asked if Carrie was my lover. I told her that she was and that her husband would be round later for his dinner. Poor Audrey looked confused. She clearly couldn't fathom out our relationships. Carrie was back fairly quickly having found the stuff Audrey had asked for. Audrey went to her bedroom and changed. A while later we sat around playing cards. Audrey joked, "and none of your strip poker." She had Carrie and I in fits of laughter. Later she met Peter when he arrived for his evening meal. Carrie decided that she would leave us on our own tonight, but told me that I must ring if I she was needed in any way. Carrie gave me a peck of a kiss and was on her way with Peter. Now on our own Audrey commented that Carrie and Peter seemed nice. I told her they were and then as I could see she was still struggling with our relationships so I sat and explained that we were part of a large swinging group. The word swinger didn't seem to register with her and so I explained that swinging meant sleeping with each others wives or girlfriends. Audrey seemed a little shocked, so I left things there. The following day Audrey had clearly been thinking about things and asked where my girlfriend was and I had to tell her I had lost her to covid and her funeral was while I was in hospital. I could see that she looked a little sad for me. Later she opened up that she had never married. She had a boyfriend and it was leading towards marriage and at the age of twenty one she thought her life was set. Then the beast after a lot of pressure for her to sleep with him, lost the plot and raped her. I told her that I was very sorry for her as it was no way for a lady to have her first sexual encounter. She was quick to point out that it was her one and only encounter. I told her I was sorry to hear that as sex is a wonderful thing with the right person or people. Then Carrie dropped in and the conversation was about how we were and Carrie then joked that she hoped I had been a good boy with Audrey. Audrey gave Carrie a bit of a dirty look and told Carrie that I had been the perfect gentleman. The rest of the day was quite normal and later Peter called in for his dinner. Afterwards we played cards for a short while before Peter and Carrie went home. As he left peter called, "You love birds behave yourselves now." After I had shut the door Audrey asked if Peter thought we were sleeping together. I assured her that he didn't, and what if he did. Anything we did together was none of his business unless she wanted it to be.. The following day Carrie had told us that she would not be around until midday as she had things to do. I sat around with Audrey talking when she turned the conversation around to sex and my relationship with Carrie and that Peter was openly ok with it. I tried to explain to Audrey that it's all in the moment, and what happened between me and Carrie had no bearing on her relationship with her husband or for that matter what my girlfriend did with Peter or other men was her option and I respected that. We ended up back on the subject of her rape and that he had hurt her both emotionally and physically. I told her that no man should do that and a woman should always have control over what happens to her. My answer seemed to please her. It was almost a week later when Carrie slept over with me and Audrey seemed a little taken back that we were open about it and that Peter had even dropped her off. The next day after Carrie had gone home Audrey asked had I enjoyed myself. I told her I had. It was some time later when she asked me what it was like. I told her that I couldn't answer that from a women's perspective, but for me it was both exciting and comforting to be held and nurtured by a lovely woman. I could see that she was curious but also scared to ask and more so of what I would answer. I told her that although I am a man and have needs there was no way I would force a woman to do anything that she didn't want to do or feel comfortable with. I then told her that she was a beautiful woman and that it was a shame that she hadn't enjoyed a good and varied sex life. It was two days later when she sat quietly one morning and when she did eventually start to talk she asked, "If I let you into my bed would you be careful and gentle with me?" I wasn't sure if she was actually asking me to sleep with her so I took it as a general question and answered that I would be gentle with any woman that needed me to be. No more was said between us during the day and when Carrie dropped in later I quietly asked her to leave us alone the rest of the day and night. When it got to bed time I locked up and went to my room. I had just got into bed when the door opened and there stood Audrey in her nighty. As she climbed into my bed she said, "Just hold me please." I did and snuggled up to her back and reached around and held her breast through her nighty. I was soon asleep and woke in the morning to see Audrey now facing me. She thanked me for being so nice to her. I gave her a small peck of a kiss on her forehead. She went to snuggle into me and bumped into my morning hard on. I quickly apologized and said that it didn't mean anything. I ended up with my face between her ample tits in a cosy embrace. I enjoyed it and later Audrey said that she had also enjoyed it. She thanked me for not jumping her bones and being soft and gentle with her. Later to my surprise she told me that she had never seen a mans penis and her one shocking experience was in the dark and all she felt was pain when he forced it into her. Afterwards she found that she had bled and that he had left his gooey mess in her when he took her virginity. Later she told her mother and he was quickly arrested and spent time in prison having admitted his offense. Again I told her that it should never have happened. I told Carrie about our night together when she dropped in. Later Audrey asked if I wanted or needed to sleep with Carrie that night. I told her that Carrie and Peter were doing something together that night as it was their anniversary and left us on our own. I see her eyes light up. That night she came with me to my room once she had changed into her nighty and just climbed into my bed with me. I gave her a gentle kiss and cuddle and was prepared to roll away even though my cock had started to inflate. Audrey had obviously felt it and asked did I want to be a bad boy. I told her yes but it was her decision on what if anything happened. She asked could she look at my cock. I sat up and turned that bedside lights on and pulled the covers back revealing my cock poking through my PJ's. I could see a look of surprise and fear in her face. I pulled my PJ's down and bared my cock for her to see. The first thing she said was that it was bigger than she thought it would be. I assured her that I was pretty average down there. Then I asked did she want to touch it. To say she was tentative was an understatement. I told her that at any moment if she was uncomfortable or scared she could just stop or go to her own bedroom. She was now holding my cock and telling me that it felt strange in her hand. I showed her how to wank a mans cock and she was soon into the swing of it and giving me a pretty good wank. I don't think that she had realized at first that I had my hand on one of her tits under her nighty. When she did realize she quickly pulled away and ran from my bedroom to the other bedroom. I made no effort to follow her so not to scare her any more. It was about twenty minutes later when my door opened again and she again climbed in with me and she asked me to just cuddle her. I did as asked. It was about ten minutes when her hand was back on my cock. I asked if I could hold her tits and she said yes. I slipped my hand into the top of her nighty and held her right tit as she gently wanked my cock again. I had made no further moves on her and as we lay there she asked what I would do with her next if she let me. I told her that I would probably lick her pussy. She thought about it for several minutes and finally said, "Ok, but be gentle." I untangled my hand and slid down her body and I felt just a little resistance as I opened her legs. I licked slowly from her knees up her legs and thighs towards her pussy. She had relaxed but as soon as I was within licking distance of her pussy she tensed up. I asked did she want me to stop or continue. Audrey cleared her throat and whispered for me to continue. She jumped as my tongue touched her pussy. It was no surprise as mine was the first tongue to ever navigate it's way to this prize. After a few moans and groans she relaxed back, now enjoying her first oral sex session. When I found her clit she squealed and asked me to stop for a moment. I did as asked, but not for long as she soon asked me to continue. It didn't take much more and she was coming and wildly thrashing around as I held onto her and sucked and licked through her very first man made orgasm. As she lay still recuperating from her first come I gently started to lick her again. She was soon responding and thrusting her pussy into my face. I really wanted to fuck at this point but guessed that if I pushed it might put Audrey off any more sex for life. After a while I moved back up the bed and cuddled up to her, again holding her tits. My cock was sticking into her thigh and she soon had her hand on it again. Audrey asked what was next. I pointed out that some women would do the same for her man and suck his cock. She didn't reply so I decided not to push it and said that the alternative was for the man to make full love to his lady. "Be gentle," was all she said. I climbed on top and gently pushed her legs apart. Before going for it I asked was she sure, and Audrey gasped yes. Then I very gently placed my cock into her opening and applied a little pressure. I had to increase the pressure before her pussy finally gave way and allowed me access to Audrey's treasure mine. It was no surprise that she was so tight, having gotten to her age with only once being penetrated and then with a lot of pain all those years ago. At first her face was screwed up as if in pain, but that slowly changed to one of pleasure. I was still gentle with her and instead of plowing her pussy like I would Carrie's I gently slid in and out. Long slow thrusts. Audrey's legs came up and wrapped themselves around me and locked together at her feet. If I had thought that Audrey's pussy was tight before, imagine what it was like when it tightened down on my cock as she started to tremble her way through her first cock induced orgasm. I wasn't sure if she was safe to come in or not and tried to pull out but her feet and legs stopped me from retreating and I came anyway deep in her pussy. After recovery time Audrey was kissing me and thanking me for helping her through her fears and telling me it was fantastic and she wanted, and needed more. As we kissed and cuddled I informed her that my recovery time down there was sadly longer than in my youth and could take up to an hour. She asked how Carrie got me hard again. I told her that Carrie would suck my cock for me. "Well if she can do it so can I," she told me. She was still nervous and was awkward with it to start with. I was glad that I got hard fairly quickly as she needed a lot more practice to suck without scraping my cock with her teeth. I asked what position did she want next. Audrey just looked at me blankly. She clearly hadn't heard that there were many positions that you can make love in. She had assumed that the missionary position was the only one. I picked for her, and put her into the doggy position, my favorite. Did I enjoy that squeal come groan that came from her as I sank back into her pussy right up to my balls. Then I started to slide in and out. It took just a few thrusts for Audrey to get the rhythm and thrust back at my cock. I really enjoyed this time as I reached around and grasped her swinging tits and used them for leverage to fuck her just a little harder. It lasted quite a while before we came pretty much together and ended up in a heap on the bed. Once we recovered Audrey announced that it was her favorite position. I told her that she might change her mind as she tried other positions. She asked when could I show her more positions. I pointed out that she might want to try other positions with other men. I pointed out that all men have different techniques as do other women and no two cocks are the same and that applies to pussies. She asked, was her one a good one, and I told her it definitely was. We had a wonderful day and that evening Carrie had asked to stay over. I could see just a small bit of jealousy in Audrey's face when Carrie and I went off to bed. The next day Audrey was asking questions around who was better in bed and who had the best technique. I sat Audrey down and said for me that no woman was better than another they were just different and it was the differences that for me made for such a good sex life. It took her several minutes to think that over. Then she asked, "Should I try other men." I told her that it was her choice over whom she shared her body, but from my point of view more partners was like having a full menu to try instead of fish and chips every night. later she shocked me when when Peter and Carrie came around and she openly asked Peter would he like to sleep with her. Moments later he was leading her upstairs and into my spare room. Not to be left out Carrie and I shared my bed that night. Next morning Audrey informed me I was right and Peter was quite different but like I had told her not better, just different. Since that night six weeks ago Audrey has shared my bed unless we swapped with Peter and Carrie. I know that Carrie is not averse to a bit of pussy and have made subtle comments to Audrey to share a night with Carrie. So far without success. But Audrey has expressed when things are safer and the swinging group gets going again she wants to experiment further. We did have a foursome where Audrey watched Carrie giving me a blow job and she practiced on Peter as she watched us. She now has a much better technique and also having tried many more positions she still prefers doggy style to any other position. I'm sure she will love swinging when the scene gets going again.