A Staten Island man is facing charges after allegedly exposing himself to a woman on a subway platform, then pulling a gun on another man.

Investigators say 56-year-old Steven Esposito was caught on cellphone video at the Fifth Avenue stop on the N and R lines in Manhattan.

They say he exposed himself to a 38-year-old woman and touched himself inappropriately late Sunday night.

Police say a 41-year-old man found the woman crying, then followed Esposito and took the video. That's when Esposito allegedly pulled out a gun and told the man to mind his own business.

Esposito is charged with public lewdness and menacing.