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A supporting witness testified on Thursday that Harvey Weinstein masturbated on her at his hotel room in 2003.

Former actress Ashley Matthau, a “prior bad acts” witness whose claims aren’t among the 11 counts of sexual assault that Weinstein faces, was visibly rattled while taking the stand. Matthau’s hand shook as she was being sworn in and she began crying before saying a single word. Matthau dabbed her tears with a tissue and took deep, labored breaths while she waited for Deputy District Attorney Marlene Martinez to begin her questioning.

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When Martinez asked how she was feeling, Matthau said, “I’m really upset.”

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Judge Lisa B. Lench encouraged Matthau to take a break and she was escorted out of the courtroom.

When she came back, Matthau testified that Weinstein masturbated and ejaculated on her at his hotel in 2003 in Puerto Rico, where she was shooting a small role in Miramax’s “Dirty Dancing” sequel, “Havana Nights.”

Matthau didn’t seem seem to want to look directly at Weinstein when asked to describe the defendant, misidentifying the color of his suit jacket as blue before correcting herself.

Matthau, who used to be a dancer with the American Ballet Theatre, was 22 at the time of the alleged incident. She said Weinstein came up to her on set and asked to walk outside to talk. After commenting that she was pretty, he said he wanted a “naked massage” from her, Matthau testified. When she said, “No, I’m engaged,” he asked for her fiancé’s name — director Charlie Matthau, son of actor Walter Matthau — and claimed to know him.

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Matthau said he then suggested that it would be a “naked massage” between friends.

“He said he did it with Gwyneth Paltrow, ‘look what I did to her career,'” Matthau recalled.

Matthau said she later called her mom and fiancé, who advised her to ask for help. But neither the choreographer nor producer Matthau confided in offered any assistance.

When she returned after a meal break, she said Weinstein was waiting in front of the set with his assistant, Bonnie Hung.

“At that point, I felt better knowing that I wasn’t alone,” she said, recalling that Hung told her not to worry. “‘I’ll be with you the entire time. He just wants to talk about future projects,'” Matthau remembered her saying.

According to Matthau, the three entered a limo and drove to Weinstein’s hotel, where Hung abandoned her when they stepped into his room.

Matthau started crying on the stand again and recalled Weinstein getting aggressive as he “shoved” her on the bed and took off her clothes.

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“It’s not like we’re having sex, it’s just naked cuddling,” he told her as she became hysterical and started crying, Matthau said.

Matthau said he then straddled her, fondled her breasts and masturbated.

“I had not idea what to do. I was scared,” she said.

He ejaculated on her breasts and face, Matthau testified.

“I was just really thankful that I wasn’t raped. I remember thinking and I remember wiping off, just getting dressed really fast and leaving really fast,” she said.

Matthau will be cross-examined by the defense on Friday, and at least one more Jane Doe and uncharged victim will take the stand next week.

Numerous other witnesses testified earlier in the day, including Alfred “Freddy” Baroth, Weinstein’s limousine driver of 18/19 years in Los Angeles; a guest at Mr. C hotel — where Jane Doe #1 was allegedly raped — who was woken up in the middle of the night by an argument in another room; Mr. C’s current and former general managers; and Mr. C’s former director of safety and security.

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