Former Project Runway production assistant Miriam Haleyi on Monday testified against Harvey Weinstein, breaking down in tears as she recalled how he allegedly held her down and sexually assaulted her inside his SoHo apartment.

Haleyi, whose legal name is Miriam Haley, told jurors in Manhattan Supreme Court that in 2006, Weinstein forcibly performed oral sex on her at his SoHo home, where she’d gone to discuss business opportunities with the powerful producer. She met with him again weeks later, trying to move past the previous assault for fear of career ruin, at which point she had unwanted sex with Weinstein in a Tribeca hotel room, she testified.

“The first incident was deeply embarrassing, but I didn’t blame myself. The second time, I hadn’t struggled enough and just endured it,” said Haleyi, 42, who came to court dressed in a beige blazer and black pants. “I just gave up.”

Weinstein is on trial for five sex-crimes charges, including first-degree criminal sexual act and predatory sexual assault for the alleged encounter with Haleyi at his SoHo apartment. He has not been charged in connection with the alleged second incident at the Tribeca hotel.

The three other charges against him are related to allegations by Jessica Mann, who’s said Weinstein raped her inside a New York hotel room in 2013. The women are among 80 alleged victims who have accused the Oscar winner of sexual misconduct, claims he has repeatedly denied.

Weinstein, wearing a navy suit and orthopedic shoes, stared at Haleyi from across the courtroom, whispering to his lawyers as she emotionally recounted the alleged assaults, occasionally choking back tears.

The Finnish-born former production assistant said Monday she first met Weinstein in London at an afterparty for the 2004 premiere of The Aviator. As the assistant for British producer Michael White, Haleyi said she was familiar with Weinstein as a “well-known producer” whom she had seen “at previous industry events.”

“I was hoping to have a professional relationship with Harvey Weinstein,” she testified.

Two years later, she ran into him at the Cannes Film Festival in May 2006, where she expressed an interest in working on one of his productions. Haleyi, who’d recently lost her job with White after he became ill, said she went to the festival hoping to find a new mentor and business opportunities.

At a boat party, she said she ran into Weinstein and re-introduced herself before asking “if he had any work” for her. The producer invited her to his hotel room for a 2 p.m. meeting to discuss further business opportunities—but soon the conversation turned intimate, she said.

“I can’t remember the exact conversation, but all of a sudden it turned into him asking if I did massages, and if I could give him a massage,” Haleyi said. “And I declined and said he should contact the front desk and ask for a masseuse.”

She said Weinstein commented on her legs and then asked if he could give her a massage, which she also declined. She left shortly after, convinced “nothing would come out of that meeting.”

“I just felt very stupid that I had been so excited to go and see him, and then he treated me that way,” she said. “I waited until I left the hotel and then I burst into tears.”

Haleyi said despite turning Weinstein down, she still secured a job on the set of the reality-TV fashion competition Project Runway, with the producer’s help. After the show wrapped, she said she continued her professional relationship with Weinstein and was told she could return for the show’s next season.

Soon after, Weinstein invited her on a trip to Paris for a fashion show. While initially stating she would “think about” his invitation “to be polite,” she said she ultimately declined when his assistant later called to confirm. Hours later, she said Weinstein “showed up unannounced” at her East Village apartment building, where he questioned her decision and ultimately barged into her home.

“He wasn’t leaving. His tone was persistent and insistent,” she said. “At one point, he said, ‘OK, take your roommate, she can come too... she can be your chaperone or whatever.’”

Haleyi said she tried to decline the invitation respectfully, but Weinstein was “just very overwhelming” and while he was “still being friendly,” he only backed off after she told him, “You have a terrible reputation with women.”

The former production assistant told jurors she later accepted Weinstein’s invitation to a movie premiere in Los Angeles because she’d “declined Paris” and wanted to maintain the relationship.

On July 10, 2006, the night before her trip, Weinstein called and invited her “to come and see him” at his SoHo apartment—even sending a driver to bring her to his place. At the time, Haleyi said she didn’t find the invitation unusual.

“I had no reason not to, it would have been odd to decline when I had accepted to go to L.A.,” she said. “I went to stop by and say hi, and I didn’t think it was out of the ordinary.”

But after she entered the apartment, Weinstein “lunged” at her and tried to kiss her, she testified. When she tried to distance herself from him, telling him she was not interested in him romantically, Weinstein backed her into his bedroom and forced his mouth on her genitals, Haleyi said.

“I fell backward onto the bed and I tried to get up and he pushed me down,” she said. “I had expressed during this entire time that I didn’t want to—I just said, ‘No, no, no. I don’t want this to happen.’”

“He held me down on the bed and he forced himself on me orally. I was mortified. I was being raped,” she added. “Ultimately, after a while, I checked out.”

Haleyi said she told the producer she was having her period to get him to stop—but he responded by “yanking” out her tampon and continuing the assault.

“I was just trying to tell him anything so he would stop,” Haleyi testified.

Haleyi admitted to jurors she never reported the incident to police and only told a roommate, as she still hoped to maintain a friendly relationship with Weinstein for the sake of her career.

“I decided that going to the police was not an option for me. I was on a tourist visa,” she said. “Also, Harvey has a lot more power and resources, and I really didn’t think I would stand a chance.”

Weeks later, Haleyi said she met with Weinstein in a hotel room at the Tribeca Grand Hotel, hoping to “regain some sort of power or something.” But once inside the room, she said, the producer sexually assaulted her.

“Almost immediately, he just took my hand and pulled me toward the bed,” she said, her voice breaking as she started to cry. “At that point, I just don’t know... I just thought, ‘l am an idiot.’ I felt like an idiot for believing what he had said, though I don’t remember the conversation.”

She said that unlike the last time, she didn’t resist the assault and just “laid there” and endured it as “he had intercourse with me.” During the encounter, Weinstein called her a “whore” and “bitch,” she testified.

“I just went numb. I thought, ‘Here we go again,” she said. “It was deeply embarrassing.”

Haleyi said that she tried to put the assaults “in a box” and continued to have a professional relationship with Weinstein.

Her testimony comes after Sopranos actress Annabella Sciorra took the stand last Thursday, describing in graphic detail how Weinstein allegedly raped her inside her Manhattan apartment in 1993.

During cross-examination on Wednesday, defense attorney Damon Cheronis grilled Haleyi on a series of friendly messages she’d exchanged with Weinstein after the alleged assault. In one 2008 email about running into each other at the Cannes Film Festival, Haleyi signed off with “lots of love.”

“When you saw him in Cannes, you didn’t turn and walk in the other direction, did you?!” Cheronis asked.

He also pushed Haleyi for more details about the first alleged assault—from what time she was driven to Weinstein’s apartment, to what clothes he was wearing, to what time her flight to Los Angeles was the following day.

Haleyi said she couldn’t remember every minor detail of the day, but stated again that Weinstein assaulted her.

When asked why she didn’t report the second alleged assault, she replied, “I didn’t know that was an assault because I didn’t physically resist, so I didn’t recognize that as an assault.”