The exodus began shortly after the first air strikes hit Benghazi, as deep booms shattered the morning silence, and plumes of black smoke rose from the sites of attacks in the city's south.
The roads out of the city quickly filled with vehicles — cars, pick-up trucks, mini-buses — many with the hastily-gathered possessions of fleeing families strapped to their roofs.
Inside them, people used every available space to seat a child, stash a blanket or store food. One small car alone was packed with 10 people.
Shops in the city were shuttered, and the streets almost empty as residents tried to find any way to flee the sudden assault by Moamer Kadhafi's forces.
At checkpoints set up by rebels across the coastal city, fighters were defiant, firing their guns into the air and waving rocket launchers as residents passed through
But the rebels' defiance was belied by the desperate flow of people out of the city, backing up traffic along the coastal road leading to Libya's border with Egypt and overwhelming petrol stations along the route.
“Of course we're scared, we have children with us,” said 24-year-old Mohamed Sheikhi from Benghazi, who was fleeing with 14 other members of his family.
“We left once the bombing started... We'll stay wherever we can,” he said, standing next to the family's packed car, on the roadside in the town of Al-Marj, about 100 kilometres east of Benghazi.
At every eastern village and town, residents welcomed their fleeing compatriots, pledging to help them however they could. “Free, anything you need is free,” they shouted from the roadside as vehicles passed.