The mother clutches a child close to her chest, the fear stark in eyes misting with tears as she prepares to flee the town of Binesh in northern Syria ahead of advancing regime forces.
Around 100 people on Friday cram what meagre possessions they have into cars, taxis, pick-ups and onto motorbikes after taking the decision to head for neighbouring Turkey to where thousands of Syrians have already escaped.
Following last week's fall of Idlib and then Sermin just days ago, the town of up to 40,000 inhabitants in the northeast now appears to be the next target of forces loyal to President Bashar al-Assad.
The first shells screamed into Binesh late on Thursday, spreading panic among civilians who began fleeing towards Taftanaz, another town on one of the roads leading to the border and safety.
Until it actually happened, none of them wanted to believe that their town would be next as the regime's military presses on with its campaign against "armed terrorist groups" -- the term the regime uses for the armed opposition.
"Calm down, stay calm. The noise of the explosions is coming from Sermin. Don't be afraid," says a Binesh barber as he coolly trims the hair of a client.
But the sound comes closer, and soldiers of the Free Syrian Army begin running in ever greater numbers from house to house. There is no longer any doubt that the government attack has begun.
Around 100 FSA fighters climb into pick-ups, cars and board bikes, armed with assault rifles and rocket-propelled grenades.
"We've put anti-tank and anti-personnel mines all round Binesh," says General Abu Abdel Kader, who commands rebel forces in the town.
"Every avenue, every street and every alleyway in this town is bristling with mines and explosives. We won't give up without a fight."
The rebels try in vain to persuade the townsfolk to stay put.
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"Stay, stay -- there's nothing happening," rasps a tinny voice from a loudhailer mounted on a car sporting a hand-painted rebel flag.
The insurgent emblem is the country's flag between the end of the French mandate and the 1963 ascent to power of the Baath party now headed by Assad.
Small arms fire is heard, along with the crump of exploding shells. The rebels are counting on some 500 men to hold the town, and have put up barricades they hope will halt the progress of government tanks.
As night fell on Thursday, Binesh was once more blanketed in silence, with only dogs venturing outdoors.
"All those who've decided to stay are ready to die," says Abdul Kader, standing beside his wife and his four sons.
At daybreak, the scars of war make their presence felt. Plumes of smoke are visible above Sermin six kilometres (nearly four miles) to the east as Binesh residents work to clear away rubble.
"I was praying inside that house just 15 minutes ago," says one resident, pointing to where a shell blasted into a roof, leaving a metre-wide (four-foot) hole and spraying the inside of the building with hot shrapnel.
"We're afraid there will be new attacks, and we are heading for safety in another town. Bombs don't discriminate between men, women and children, and we could die in the next bombardment," says Salem, surveying the damage to his home.
"For 10 days we have been terrorised as regime troops have surrounded Binesh."
The terrace on a neighbouring three-storey building had been hit by a shell. The home owner was in the kitchen when it struck, and that is what saved him. He and his family left without further ado.
As in other weeks, the people of Binesh who have stayed behind gather after Friday Muslim prayers and stage protests in the central square, demanding "urgent aid" in the face of repression.
Four months ago, rebels and townspeople managed to repulse an attack after four days of house-to-house combat that killed 16 of them.