"You've got a great body for Mr. Epstein and his friends," Ghislaine Maxwell told one of the financier's accusers when she was an underage teen, the woman testified Tuesday, decades later.
The woman, now in her 30s and using the name "Carolyn," said that it was Maxwell who greeted her at Epstein's Palm Beach mansion the first time she visited at age 14.
She told the jury in Maxwell's sex trafficking trial that she was driven to Epstein's house by Virginia Roberts, who told Carolyn that she could make "a lot of money" by giving her friend, Epstein, a massage.
In painful testimony, Carolyn described how Maxwell introduced herself upon their arrival, instructing Roberts, today known as Virginia Giuffre, to "bring her upstairs and show her what to do."
Carolyn was led upstairs to a large bathroom where Roberts proceeded to get naked, and asked Carolyn to do the same, she said.
Feeling uncomfortable, Carolyn said she took off everything but kept her her bra and panties on.
Epstein then appeared and laid face down on a massage table that was set up. The two girls massaged him for a time, and then Epstein flipped over on his back, and Roberts got on top of him and the two began to have sex.
"What did you do?" prosecutor Maurene Comey asked.
"I was just sitting on the couch," Carolyn said, breaking down in sobs.
Carolyn said she didn't have sexual contact but she was still paid $300 in $100 bills.
Afterward, Maxwell asked her for her phone number and often called her to schedule her for Epstein's massages. It was Maxwell who sometimes paid her.
Maxwell also urged Carolyn to confide in her about her troubled home life, growing up with an alcoholic and drug addicted mother. She told the jury she also shared with Maxwell that she had been raped by her grandfather from the age of 4.
Carolyn tearfully recounted how, with each visit, she was asked to do more sexual acts, including group sex with Epstein, two of his "friends" and two other girls whose name she couldn't recall.
She estimated she was there "hundreds" of times from 14 to 18, when she said it was clear Epstein didn't desire her anymore because she was too old for him and she was having trouble finding him the younger girls she desired. Over the years, she said she brought him a handful of other girls, earning $600 for each one she brought him.
By that time, she said she was routinely using the money she made on cocaine and pain pills, "anything I could take to block out" the sessions with Epstein.
Her testimony was devastating for Maxwell, Epstein's longtime associate who is accused of helping him sexually abuse girls and young women from 1999 to 2004.
More than any prior witness, Carolyn put Maxwell in the center of Epstein's sex pyramid scheme - showing the trajectory of how it allegedly began with Maxwell and then continued under another female scheduler, Sarah Kellen.
Carolyn said that Maxwell clearly knew how young she was because at one point they wanted her to get a passport to travel with them and she told them she couldn't get one because of her age.
"I told Maxwell that my mom was messed up but there was no way my mother was going to let me leave the country," she said.
She also described how Maxwell once walked into a room where she was naked and marveled at her body, touching her breasts, hips and buttocks telling her that Epstein said she had a good body for him and "his friends."
Kellen - who has not been charged - once paid Carolyn $500 to allow her to take a naked photograph of her.
Earlier, an FBI agent testified that over 20,000 photographs were found on hundreds of computer discs seized during a July 2019 raid at Epstein's New York mansion.
About two dozen photographs showing Epstein and Maxwell in loving embraces were shown to the jury. But other images said to be of naked women and girls were not shared with jurors.
Epstein was arrested in July 2019 on sex trafficking charges after a series of stories in the Miami Herald, Perversion of Justice, sparked new interest in the long dormant case. A month later, Epstein was found dead in his jail cell, the victim of what was classified as a suicide by hanging.
After that, federal authorities turned their attention to Maxwell and she was arrested the following year. Her trial is in its second week.