Libyan interim government forces fled in chaos on Sunday from Bani Walid and pulled back from Sirte after yet more failed attempts to storm Muammar Gaddafi's final bastions and take control of the entire country.
Sunday's failed attempt appeared to be among the worst yet, setting off angry recriminations among the attackers who must capture Bani Walid and Gaddafi's birthplace Sirte before they can declare Libya "liberated".
Since taking Tripoli last month, National Transitional Council (NTC) fighters have tried several times to storm Bani Walid, 150 km (95 miles) southeast of the capital Tripoli, only to retreat under heavy fire and in disorder.
As messy fighting dragged on, talks on appointing a cabinet stalled.
NTC fighters said they had planned for tanks and pickup trucks with anti-aircraft guns and rocket launchers to lead Sunday's attack, but foot soldiers had piled in first.
"There is a lack of organisation so far. Infantry men are running in all directions," said Zakaria Tuham, a senior fighter with a Tripoli-based unit. "Our commanders had been told that heavy artillery units had already gone ahead, but when we advanced into Bani Walid they were nowhere to be seen.
"Gaddafi forces were hitting us heavily with rockets and mortars, so we have pulled out."
A Reuters reporter saw fighters withdraw around two km (more than a mile) after they had stormed into the town.
NATO planes circled above the town later on Sunday and loud explosions were heard from the centre, though it was not clear whether the planes had attacked.
Anti-Gaddafi fighters from Bani Walid blamed comrades from elsewhere in Libya for being unwilling to coordinate. Those from elsewhere accused some local fighters of being traitors and passing information to Gaddafi loyalists.
"Commanders who are from the Warfalla tribe, they tell us one thing and then commanders from the other cities say something else. We do not understand anything," said pro-NTC fighter Mohamed Saleh.
Some fighters openly disobeyed orders. In one incident, an officer from Bani Walid was heckled by troops from Tripoli after he tried to order them to stop randomly shooting in the air as they celebrated seizing a mortar from Gaddafi forces.
"You are not my boss. Don't tell me what to do," one of the Tripoli fighters snapped back at him.
Shells whistled above anti-Gaddafi positions and exploded across the desert valley as invisible snipers sprayed bullets from Bani Walid's rooftops and smoke rose above the town.
NTC fighters helped some families leave the town, driving them out in military trucks.
"The past two weeks have been awful but last night was particularly bad," said Zamzam al-Taher, a 38-year-old mother of four. "We have been trapped here without a car and with no food. Snipers are everywhere."
At dusk, though the NTC forces had already withdrawn from Bani Walid, a few brigades raced back in, seemingly without any direct orders and fighting erupted again.
"If it goes on like this I'm going home," said NTC field commander, Sabri Salem, shaking his head.
Battle for Sirte
NTC forces and NATO warplanes also attacked Sirte, Gaddafi's birthplace. Fighters launched rockets from the city's southern entrance and traded fire with Gaddafi loyalists holed up in a conference centre.
"The situation is very dangerous. There are so many snipers and all the types of weapons you can imagine," said fighter Mohamed Abdullah as rockets whooshed through the air and black smoke rose above the city.
Medics mopped the floor of a small field hospital on Sirte's western outskirts as they prepared for more casualties, following bloody but inconclusive clashes a day earlier. A doctor said 16 NTC fighters and an ambulance driver had died in Saturday's fighting. He had also received 62 wounded.
As in many episodes during Libya's conflict, the frontlines at Sirte and Bani Walid have ebbed back and forth, with shows of bravado crumbling in the reality of battle.
An incoming shell landed within 200 metres of NTC-held lines only to be met with return fire from NTC fighters shouting "Allahu Akbar!" (God is greatest)
Speaking against the roar of NATO jets overhead, one anti-Gaddafi fighter at Sirte, Mahmoud Othman, said his men were helping families who had fled ahead of the next assault.
"We don't want any more bloodshed between us. But if the Gaddafi want more blood, we are ready," he said, referring to the deposed leader's tribe. "In the end we want Gaddafi."
The fighting was less intense on Sunday than it had been the day before and field hospitals reported only two anti-Gaddafi fighters dead and 11 wounded.
By evening, most fighters had pulled back to the outskirts of the city and said they were regrouping ahead of attacking again on Monday.
Scores of civilian cars and pickup trucks poured out of the city, with residents describing water, power shortages, street fighting and Gaddafi forces patrolling streets in the centre.
"People are living in terror," resident Taher al-Menseli, 33, said as NTC fighters searched his car at a checkpoint. "Gaddafi supporters are trying to convince people the revolutionaries are criminals and that you have to kill them. Even if you don't believe this, you have to appear convinced."
Nearby, three young men knelt in the sand beside the road, their hands tied behind their backs. NTC fighters said they had found two assault rifles and ammunition in their car.
Gaddafi's spokesman, Moussa Ibrahim, said NATO air raids had killed 354 people in Sirte on Friday night, an accusation Reuters could not verify without access to the city. A NATO spokesman in Naples said previous such reports had been false.
"We will be able to continue this fight and we have enough arms for months and months to come," Ibrahim said in a call to Reuters via satellite telephone on Saturday.
British warplanes bombed a Gaddafi ammunition dump west of Sirte on Sunday, after destroying an armoured troop carrier and two armoured pickup trucks near Sirte the day before, a British military spokesman said.
More NTC fighters were advancing from the east to reinforce those assaulting Sirte. The slow and cautious advance met resistance from pro-Gaddafi fighters who fired Grad rockets and machineguns, sending plumes of smoke into the air.
That advance -- from the town of Ras Lanuf -- got within 50 kms of Sirte before coming under more rocket fire, a Reuters reporter travelling with the NTC reported.
Three NTC fighters were killed 24 wounded in the shelling, doctors at a nearby field hospital said.
"We will not retreat. God willing we will reach Sirte either tonight or tomorrow," fighter Ali Hassan al-Jaber said.
Outside Bani Walid, NTC fighters captured a man from neighbouring Chad, accusing him of being a Gaddafi gunman.
Shaking with fear, the man, who gave his name as Mohamed Ezzein, whispered that he had nothing to do with the war.
"I'm just a shepherd. What fighting? What fighting?" he repeated from the back of a pickup truck as anti-Gaddafi fighters pushed him around saying: "Don't lie, don't lie".
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