EDMONTON - A man accused of murdering two prostitutes appeared distraught after he stumbled across the body of one of his alleged victims, the woman who was with him that night testified Monday.

But Shannon Millward told an Edmonton judge that despite seeming very upset, Thomas Svekla didn't want to contact police immediately after finding Rachel Quinney's body because he was worried it might cast suspicion on him.

"I wanted to call police right away, but Tom was worried they would think he had done it,'' she said. "At that time, it didn't even cross my mind that he could have been a suspect.

"I thought we had just stumbled across a body.''

Millward testified at Svekla's second-degree murder trial that she was working as a prostitute that night in June 2004. Svekla picked her up and offered her drugs, she said. He told her he didn't want to have sex with her, but just wanted them to hang out together.

The pair had been driving for a few hours, stopping as many as 20 times to smoke crack cocaine, when they stopped in a field east of Edmonton so Svekla could relieve himself, Millward testified.

Svekla then rushed back to the truck and said he had found a body, she said. At first, she thought he was lying to her because he wanted to ditch her, but his expression convinced her otherwise, she told the judge hearing the case.

"The look on his face made me -- I made him show me.''

Millward said Svekla led her from his truck into nearby bushes, where the 19-year-old Quinney's body was lying beneath a tree.

"It was puffy. It looked like she had been there for a while,'' Millward testified. "I honestly didn't know if she was male or female.''

Quinney's genitals had been removed and the body was a greenish colour, she said.

"I immediately wanted to run and get out of there.''

Millward blinked back tears and swallowed rapidly when she was asked if she could make out Quinney's features. "Honestly, I wasn't looking at the face,'' she replied.

Millward, who said she smoked so much crack cocaine at that time that she was either high or sleeping, fidgeted constantly as she spoke. She moved her thin arms around her face, rubbing her stomach, taking sips of water, or pushing back her hair. At times, she sank so low her chin was almost resting on the witness stand.

Under cross-examination, she admitted that she told Svekla she was concerned that the body was that of a prostitute, because she was aware of how vulnerable her line of work made her and that bodies of women had been found around the city.

Project Kare, an RCMP task force that investigates unsolved murder and missing person cases involving people with high-risk lifestyles, lists about 35 Edmonton-area missing persons files and 18 unsolved killings of prostitutes. Since 1988, the bodies of eight women have been found east of Edmonton, and police have said that they suspect a serial killer is responsible for at least some of the murders.

"I was working as a prostitute at the time. That could be any of my friends,'' she said she told Svekla. "That could be me.''

Defence Lawyer Robert Shaigec questioned Millward about how her memory has survived years of heavy drug use. He pointed out inconsistencies between past testimony and her testimony Monday, and suggested she may not have as clear of a picture of that day as she thinks she does.

But Millward insisted her memory was strong, and that while she initially wanted to forget what she saw, she has made an effort to remember since Svekla was charged.

"Because you think he's guilty?'' asked Shaigec.

"That's not for me to say,'' she replied.

Svekla is also accused of second-degree murder in the death of Theresa Innes, 36, another woman who worked in the sex trade.

Svekla's sister, Donna Parkinson, took the stand after Millward. She testified that her brother brought a hockey bag wrapped in a blanket to her house after he was released from jail in 2006.

Svekla told her he needed a place to keep the bag, and seized upon a truck she had parked in the driveway. The vehicle's cab was partially filled with dirt, sticks and other garden debris. He made a small nest for the bag and covered it up so it wasn't visible.

Parkinson testified that Svekla told her the bag was full of compost worms he was transporting for a friend. "He said they were worth $800, that they were individually packed in little capsules.''

Court has heard that Innes's body was found in a hockey bag at Parkinson's home in Fort Saskatchewan, northeast of Edmonton. It had been wrapped in a shower curtain, three orange garbage bags tightly wound with wire and a deflated air mattress before it was stuffed into the bag.