A third woman who claims she was sexually abused by Jeffrey Epstein testified Tuesday that the disgraced financier's former girlfriend Ghislaine Maxwell watched, joined in, critiqued her body, and then told her she was "too old" when she turned 18.

"Carolyn," who said she was abused when she was 13 years old, told jurors she dropped out of school after the seventh grade, was addicted to cocaine and pain pills as a teenager, and had been molested by her grandfather when she was 4. She said her mother, also an addict, didn't care what she was up to and testified that despite knowing her disturbing backstory, Maxwell still approached her to give Epstein sexualized massages. She also said Maxwell inspected her body.

"She came in and felt my boobs and my hips and my buttocks and said I had a great body for Mr. Epstein and his friends," said Carolyn, who was introduced to Maxwell and Epstein by Virginia Giuffre, another woman who claims the couple abused her. "We were going to her friend's house on Palm Beach Island, and we were going to meet one of her wealthy friends, and I was going to give a massage."


Once there, Carolyn said Giuffre stripped off her clothes while she remained in her bra and panties, and they both began giving Epstein a massage.

Ghislaine Maxwell and Jeffrey Epstein. (Department of Justice/SDNY)

Forty-five minutes later, Epstein turned over and began having sex with Giuffre, who was "sitting on the couch right in front of them."

Carolyn testified Maxwell would call and set appointment times. In all, she went back to Epstein's estate more than 100 times to have sex with him and, at times, another woman. She also posed for nude pictures.

Carolyn said she stopped seeing Epstein after having a baby in March 2004. She tried to go back a few years later because she needed the money but was told she was "too old."

"I was 18," she said.

During later rounds of testimony, Carolyn seemed to change some of the details of her initial statement, correcting that she was 13, not 14, when she first went to Epstein's house.

Epstein, who pleaded guilty in 2008 to state prostitution charges, was indicted on federal sex trafficking charges in July 2019. He was found hanging in his jail cell a month later.


Maxwell was arrested in 2020 on sex trafficking charges and faces 80 years in prison if convicted. She has pleaded not guilty, and her defense team has argued she's a scapegoat for the crimes her former boyfriend committed.

Ghislaine Maxwell and Jeffrey Epstein. (Department of Justice/SDNY)

Her trial, which began last week, has oscillated between disturbing testimony from sexual abuse victims to name-dropping high-profile politicians, business executives, actors, and philanthropists who knew the couple.

On Monday, "Kate," another alleged victim, testified Maxwell pressured her into giving Epstein massages when she was still a teenager and asked if the then-17-year-old had any friends willing to give Epstein oral sex because "it was a lot for her to do."

Kate, now 44, described how Maxwell taught her how to give Epstein sexualized massages and said that during one of the first encounters, the 59-year-old British socialite told her to "have a good time" before opening the door to reveal a naked Epstein.

Kate said she was "frozen" and "terrified," but when the massage ended, Maxwell praised her for being "such a good girl" and "sounded really pleased."

Kate said Maxwell and Epstein promised to help her with her musical career and often bragged about the list of powerful people they knew, including former President Donald Trump and Prince Andrew.


Jurors on Tuesday were also shown several pictures of Maxwell with Epstein, including one that showed Maxwell rubbing the late disgraced financier's feet onboard an airplane.

Ghislaine Maxwell and Jeffrey Epstein. (Department of Justice/SDNY)

Other photos included one of Epstein holding Maxwell from behind while speaking on the telephone and another of the couple posing on a grassy field with a golden retriever in between them.

The photos were identified in court by FBI agent Kimberly Meder who testified she found them on CDs taken from Epstein's Manhattan townhouse during a 2019 raid. In one set, there were more than 20,000 photos.