Stephanie Kim Bewley, 21, told a jury that she and the victim felt scared as they were trapped behind a black utility that had allegedly stopped in the left-hand lane of the Western Freeway near the Myrniong off-ramp.

Breanna Lorraine Willmott, 20, died in the smash.

Only 18-years-old at the time, Ms Bewley said she and Ms Willmott were “freaking out” moments before being hit. 

“I’m looking behind me, I’m getting worried, I can see headlights behind us,” Ms Bewley told the jury. 

“And then everything started flying in the car.”

Two men, accused of actions resulting in Ms Willmott’s death, are on trial in the County Court at Ballarat.

Blackwood man Travis John Dunkley-Price, 37, is accused of stopping in the left-hand lane of the Western Freeway before Ms Willmott pulled to a stop behind him about 6.10pm on July 19.

Dales Creek man Brett John Stevenson, 25, is accused of crashing into the back of Ms Willmott’s stationary car at an alleged speed of 109km/h. 

The jury heard that Ms Willmott and Ms Bewley were returning to their share home in Dales Creek after a day’s work in Altona.

The seventh witness in the trial so far, Ms Bewley said Ms Willmott became frustrated with the black ute in front of them as it continued to brake on and off for several minutes before the smash.

She added that the utility appeared to stop in a jerking manner, as if it had run out of petrol, before seeing the man in the utility try to get out. 

A paramedic told the jury Ms Willmott was dead by the time they arrived about 6.30pm.

Dunkley-Price is charged with culpable driving, while alternative charges include dangerous driving causing death, negligently causing serious injury and dangerous driving causing serious injury. 

Stevenson is charged with dangerous driving causing death and dangerous driving causing serious injury.

The trial before Judge Susan Pullen continues today.