A shopgirl told a court how she was "freaked out" when a customer exposed himself in the changing rooms of a Bluewater clothing store.
The worker was in Hollister when Hasan Eren allegedly held his genitals in full view of her.
Maidstone Crown Court heard the pretty shop assistant was seeing customers into the unisex fitting room at about 4.30pm on October 17 last year.
There are six cubicles, each with a wooden door that is unlocked with a key by a member of staff from the outside, or by the customer once inside.
A woman and her two young children were also in the changing rooms.
The worker explained the store and changing rooms are dimly lit, although each cubicle was "quite bright" with an overhead spotlight.
Eren, 32, of Winchester Close, Waltham Abbey, in Essex, was trying on a pair of trousers and a T-shirt.
She told the court she noticed Eren’s door was open by about 30cm. She thought he was going to ask her for assistance but he started to remove the T-shirt.
She turned back to the other customer, and then remarked to a colleague that Eren was undressing with the door open.
The next time she turned around she said she saw he was dressed in just his boxer shorts. She informed another staff member who had come into the changing rooms. Eren’s door was still open.
"The man did not have any underwear on by then," she told the jury. "At first he was just standing there. He made eye contact with me and I was completely freaked out by that.
"I could see he had nothing on and his hands were holding himself. He was holding his penis."
Hasan Eren is accused of exposing himself in a store at Bluewater
The shopgirl told the jury Eren seemed to be aroused and she believed he was "going to start playing with himself" while staring at her.
"I burst into tears straightaway and ran out of the fitting room to find my nearest manager," she added.
Eren, who denies exposure, remained in the cubicle, still with the door open. He bought an item of clothing before leaving the store.
Bluewater security was alerted and police called. Eren was arrested and denied exposing himself at any time.
He told police he had opened the door to ask for help but then changed his mind and forgot to close the door.
He maintained he had not removed his underwear.
The trial continues.