Hundreds of Iraqi men, women and children are fleeing their homes, fearing clashes, kidnapping and rape after Islamic militants seized swathes of northern Iraq.
About half a million people have fled their homes since Monday, according to a UN estimate.
Fighters of al-Qaeda breakaway group the Islamic State of Iraq and the Levant, also known as ISIS, seized the northern city of Mosul in a stunning assault on Monday.
Since then, the militants have moved southward towards the capital, Baghdad, in the biggest crisis to face Iraq in years.
"Masked men came to our house and they threatened us: 'We will get to you.' So we fled," said Abed, a labourer who abandoned his home on the edge of Mosul.
"They kidnapped other people. They took away some people for interrogation."
He said rumours were spreading that ISIS fighters - as well as masked bandits taking advantage of the chaos - were seizing young women for rape or forced marriage.
Many of the displaced said they were on the move because they feared retribution by Iraq's military - underscoring the grave sectarian tensions that have allowed the ISIS fighters, who are Sunni extremists, to conquer so fast and deeply.
Mosul, Iraq's second-largest city, is mostly Sunni, and many residents have long complained of discrimination and mistreatment by the Shi'ite-dominated central government.
"We were worried the struggle would get bigger, that Maliki's army would shell us," said a middle-aged Sunni woman, referring to the country's Shi'ite prime minister, Nouri al-Maliki.
"Whoever will rule us - let them rule us," said her husband Talal Ahmad, 62. "We just want our children to be safe."
In Kalak, Kurdish forces took possession of at least a dozen Iraqi military vehicles abandoned by soldiers as they fled their posts ahead of the advancing ISIS fighters.
One fleeing Iraqi soldier said he was ordered by his officer to abandon his post even before ISIS fighters reached the area.
"We didn't even raise our weapons," said 38-year-old Shaker Karam. "We didn't even see a terrorist."
UN children's agency UNICEF said thousands of displaced, particularly children, were sheltering in schools, hospitals and mosques outside Mosul, many without adequate water, sanitation or shelter. The Red Cross said it had distributed food and relief to 8000 people near Mosul.
Many fled with little more than the clothing on their backs and, arriving without money, said they would have to rely on donations.
Talal Ahmad's family of 12 was sleeping in the back of a pick-up truck that was lined with thin mattresses.
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