Caroline Lovell turned pale and clammy after the home birth of her second daughter and told midwives "I'm dying".
The 36-year-old Melbourne mother had already lost consciousness once when she made the grim prediction but she lost consciousness again and stopped breathing.
At her side were Gaye Demanuele and Melody Bourne who had supported her through 10 antenatal appointments ahead of the birth in January 2012.
The midwives are now charged with the negligent manslaughter of Ms Lovell.
The Watsonia mother gave birth to her first daughter in hospital in 2008. Her pregnancy had been assessed as high risk and during the birth she suffered complications including a second degree tear and primary postpartum haemorrhage.
When she hired Demanuele and Bourne in July 2011 she gave them her medical records which included details of those complications, prosecutor Patrick Bourke QC told Melbourne Magistrates Court on Thursday.
During the birth of her second daughter on January 23, in a birthing pool in her living room, she suffered another tear and haemorrhaging.
But Mr Bourke said neither Demanuele nor Bourne examined Ms Lovell, and her injuries and haemorrhaging went undetected.
About an hour after giving birth Ms Lovell lost consciousness.
She became agitated and told the midwives she wanted to go to hospital.
"I'm dying," Mr Bourke said she told them, requesting an ambulance two or three times..
Demanuele assessed Ms Lovell's pulse rate and blood pressure before Ms Lovell lost consciousness again. She was pale and her pupils were dilated.
Just before 10.30am her doula, Carmen Bulmer, called an ambulance. Ms Lovell's heart rate dropped to 16 beats per minute and she stopped breathing.
Ms Lovell was revived by paramedics. She stabilised briefly but her condition deteriorated. She suffered continuous bleeding and became unresponsive to blood transfusions and clotting factors.
Ms Lovell suffered multi-system organ failure and died in the early hours of January 24.
Mr Bourke said experts examined the case as part of a coronial inquest and determined the conduct of Demanuele and Bourne, including omissions in the lead-up to and following the birth, were allegedly criminally negligent.
"It is said there were a number of opportunities at which the accused failed to recognise and/or react to the deterioration of the deceased's condition," he said.
"It is alleged that those failings caused, or substantially contributed to, the death of Caroline Lovell."
Both have pleaded not guilty and deny there was gross negligence.
Robert Richter QC, representing Bourne, said at the time of delivery neither midwife was aware of complications in Ms Lovell's earlier birth.
"The two women acted as loving and caring midwives who had no reason to suspect what was about to befall the deceased," he said.
Demanuele's lawyer Rishi Nathwani said his client recognised Ms Lovell's death was a tragic one.
"She has always recognised the pain the family of Caroline have suffered, and the pain they inevitably continued to suffer," he said.