A former aspiring actress testified against Harvey Weinstein at his sex-crimes trial on Wednesday, breaking down as she recalled how the movie mogul put his hand up her skirt and touched her during a 2004 business meeting at a New York City hotel.

Weeks later, he propositioned her for a threesome with his assistant, telling her that’s “how this industry works,” she testified. “He kind of cut to the chase and said, ‘Here is the contract for my next three films. I’ll sign them today if you have a threesome with me and my assistant,’” Dawn Dunning, 40, told jurors in Manhattan Supreme Court. “He got really angry and started yelling, ‘You’ll never make it in this business!’”

Dunning said Weinstein—dressed solely in an “open hotel bathrobe”—then listed three actresses he claimed had taken him up on his offer, including Salma Hayek and Charlize Theron.

“He was screaming. He was a big guy, and he was towering over me. I was really scared,” she said.

Tarale Wulff, 43, also took the stand on Wednesday, alleging that Weinstein pulled her onto the roof terrace of Cipriani Upstairs in Manhattan in 2005 and masturbated in front of her until she ran away. Later, under the guise of an in-home casting call for an upcoming movie, she said Weinstein sexually assaulted her at his apartment.

“He put himself inside me and raped me,” Wulff said, dressed in a yellow turtleneck and gray blazer. “It was a shock.”

The two women are among a half a dozen accusers expected to testify against the toppled mogul during his sex-crimes trial as prosecutors seek to prove he exhibited a pattern of predatory behavior for over three decades.

Weinstein, 67, faces five charges, including predatory sexual assault and first-degree rape, for allegedly sexually assaulting two women, Miriam Haleyi in 2016 and Jessica Mann in 2013. At least 80 alleged victims have accused the Oscar-winner of sexual misconduct—claims he has repeatedly denied.

As Dunning took the stand Wednesday, the Pulp Fiction producer stared blankly across the courtroom.

Dunning, who grew up in Ohio, told jurors she first met Weinstein in 2004 while working as a waitress at the now-closed Manhattan club PM. As a 24-year-old waitress, she said she saw Weinstein multiple times and would bring his group “drinks and sell them bottles.”

“I actually really hated working there, so I would kind of hide in the back corner behind tables, and he happened to have a booth at that corner and we started talking,” she said. “I was familiar with Harvey Weinstein, but I didn’t know what he looked like, and when we started talking, one of the owners came over and said, ‘That’s Harvey Weinstein, be nice to him.’”

After she revealed her acting aspirations to Weinstein, she said he told her he could “help” and asked for her number. Soon after, Weinstein’s assistant called her and set up a business lunch in Tribeca, where Dunning said all she remembers is “him on the phone a lot yelling at people.”

She said she became friends with the toppled titan, meeting with him several times to discuss her career. Weinstein also invited her to several events, including Whoopi Goldberg’s birthday party and a movie premiere, and offered her tickets to the Broadway show The Producers.

Despite Weinstein’s comments about her looks and body, she never felt “unsafe” around him and saw him as a mentor who was going to jumpstart her career, Dunning testified.

That all changed during a meeting at a boutique hotel in SoHo, where Weinstein had set up a room as a production office for an upcoming movie. After meeting some people involved with the film, Weinstein then led her to the bedroom on the other side of the suite, she said.

They sat on the bed together talking—until Weinstein put his hands up her skirt without warning and without her consent, Dunning testified.

“His hand went under my underwear, he was trying to put it in my vagina,” she said, choking back tears. “I stood up, I was in shock. I was not expecting that to happen. Then he started talking very fast, saying that I shouldn’t make a big deal about it and that it wouldn’t happen again.”

Dunning said she left shortly after but didn’t tell anyone about what had happened because she was embarrassed and scared he would ruin her career aspirations.

“I was embarrassed, I wanted to pretend like it didn’t happen. I just didn’t want to be a victim,” she said.

About a month later, Weinstein’s assistant called and told Dunning he’d like to meet with her at the Intercontinental Hotel on Park Avenue to discuss three upcoming films in which he wanted her to star, Dunning testified. The purpose of the meeting, she said, was to sign contracts confirming her roles.

Dunning said she didn’t think it was weird to meet at the hotel since Weinstein “was a big smoker at the time and they had a cigar bar where you could smoke as much as you wanted during a meeting.” She added that despite the last hotel incident, she was willing to give him “the benefit of the doubt.”

But when she walked into the hotel lobby, Weinstein’s assistant was waiting for her and told her the producer had checked into a room upstairs “because he had a conference call or some business he had to attend to.”

Having met Weinstein in hotel rooms several times before, Dunning said she wasn’t concerned about going up to his room—until Weinstein opened the door.

“He was wearing an open hotel bathrobe,” she said, adding that he didn’t have any clothes on underneath. “I mean I saw his stomach. I saw skin.”

Dunning said she saw “three stacks of paper” on a coffee table inside the room, but was immediately on high alert as “something seemed different from when I had spent time with him in the past.”

Before she could open her mouth, she said Weinstein “cut to the chase” and asked her for a threesome with his assistant, who was standing and “staring blankly” to her right. Stunned, Dunning said she started to laugh, believing the request was an example of his “crass humor.”

Weinstein became angry and yelled at her about her lack of understanding about “the industry,” before claiming that three A-list actresses had previously taken up his offer of sex for film roles. The actresses he listed were Charlize Theron, Salma Hayek, and one other who Dunning admitted she could not remember.

(Hayek has publicly accused Weinstein of harassing and abusing her during the filming of Frida. Theron has said he pitted actresses against each other and “wasn’t surprised” that he abused his power as a producer.)

“At that point, I got scared,” she said. “I didn’t know what he was going to do. I ran to the door and literally ran down the hall to the elevator. I ran out to Park Avenue and got in the first cab I saw and went home.”

Dunning said she never spoke to or heard from Weinstein again, but his assistant called days after the botched business meeting to say the producer was interested in speaking with her. She said she never called him back and didn’t go public about the incident until an interview with The New York Times in 2017.

During cross-examination, defense attorney Arthur Adiala stressed Dunning’s multiple media appearances after she came forward in 2017, arguing that she’d received a lot of “attention” for the alleged harassment.

“After The New York Times story came out, I was hounded by people,” she admitted.

Dunning added she isn’t “benefiting” from going public with her story and testifying in court, stating that she never discussed the first incident at the SoHo hotel until she told prosecutors.

“If anything, I’m losing. I’m spending money, I’m spending time. It’s the hardest thing I’ve ever done. I wouldn’t wish this on anyone,” she said through tears.

Wulff, the once-aspiring actress from Long Island, also told jurors she met Weinstein as a cocktail waitress at an upscale lounge inside the SoHo restaurant Cipriani. As a waitress for the owner’s table, Wulff said she saw Weinstein multiple times, as he was a VIP and friend of the owner.

“It was a pretty luxurious experience. A lot of celebrities there every single night,” she said, adding that the lounge, Cipriani Upstairs, was considered a “membership club” and patrons sometimes had to “show cards to enter.”

Wulff said after a brief conversation about her acting aspirations, Weinstein silently pulled her by the arm into the Cipriani hallway and escorted her onto an unused roof terrace covered in “tarps.” Once outside, her manager “shut the door” behind them, she testified.

“Once he had me in front of him, at some point I said, ‘I have to get back to work,’ and he said, ‘One second, one second,’ and then I noticed that his shirt started moving,” she said. “He had on a white shirt and I noticed that his shirt started moving and I realized he was masturbating under his shirt.”

She froze for “a minute” and “looked off,” then threw a towel at him and ran downstairs. Wulff said she continued to work at the lounge that night, but asked to switch tables with another waitress and didn’t speak to Weinstein again.

“I just ducked behind the service station and asked another girl to take my table,” she said, adding that she didn’t tell anybody why she wanted to switch tables and didn’t confront her manager. “I didn’t want to start trouble, it was embarrassing.”

Days later, Wulff said Weinstein’s assistant reached out about setting up a meeting to potentially cast her in an upcoming movie. Hoping for a big break, she decided to push past the Cipriani encounter and agreed to come into the Weinstein offices to read for a part “on a spring day” in 2005, she testified.

While she was initially taken to an empty conference room and given a yellow envelope with a script, Wulff said an assistant then told her that Weinstein wanted to “see her”—so she was escorted into a car that headed to the producer’s SoHo apartment.

“I wasn’t expecting that so I was a little taken aback,” she said.

Upon entering the apartment, Wulff said she began to have a “light conversation” with Weinstein, who “looked like he was getting ready.” She walked into his bedroom so she could hear him better, at which point Weinstein pushed her onto his bed without warning and began to sexually assault her, she said.

“He took me by my arms and turned me around and put me on the bed and laid me back,” she said, stating that when she realized what was happening and protested, he answered, “Don’t worry, I’ve had a vasectomy.”

Horrified, she said she "froze and looked off” during the assault and only remembers “getting up after.” Wulff admitted to jurors she didn’t speak to Weinstein again after the second encounter and never told anybody, including police, about the dual assaults because she “just wanted it to go away.”

Two other women have testified at his trial about how Weinstein allegedly sexually assaulted them and intimidated them into silence. Haleyi, a former Project Runway production assistant, broke down in tears on Monday as she told jurors how Weinstein allegedly held her down and sexually assaulted her inside his SoHo apartment in July 2006.

Sopranos actress and corroborating accuser Annabella Sciorra also took the stand last Thursday, describing in graphic detail how Weinstein allegedly raped her inside her Manhattan apartment in 1993.