RUSSIA has taken its first major city in Ukraine after days of fierce battles as the mayor begged Vladimir Putin's forces not to kill anymore civilians.
Moscow's troops managed to capture the key port city of Kherson after six days of fighting as their advance grinds across Ukraine.
Russia is reported to have suffered heavy losses during the battle - but the exact numbers remain unknown.
And meanwhile at least 300 civilians and soldiers have been killed on the Ukrainian side in Kherson.
Ukrainians however had remained defiant till the end as one man was seen waving two blue and yellow national flags in the city's main square.
People shouted "glory to Ukraine" as the lone protester faced down three Russian "Z" tanks and a group of soldiers parked nearby.
The city near Crimea is home to 300,000 people - and opens up the pathway for the Russians to move towards Odessa.
Odessa is Ukraine's main port and naval base and is thought to be a target for Putin.
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And eerie videos from today showed Russian warships massing off Crimea in the Black Sea.
It raised fears Russia could begin their all out assault on the coast now Kherson has fallen.
Igor Kolykhaiev, the mayor of Kherson, confirmed the city's capture last night as he begged the Russians not to shoot civilians.
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He posted at around 1am local time that "armed visitors" had stormed a city council meeting and imposed a curfew.
The mayor also asked the Russians to allow crews to gather up the bodies from the streets.
"I simply asked them not to shoot at people,” he said in a statement.
It comes as:
- Kyiv remains under siege as Russia continues to advance across the whole of Ukraine
- Kherson became the first city to be captured by Vladimir Putin's forces amid major bloodshed in Kharkiv, Mariupol and Chernihiv
- Hundreds of hero Ukrainians blocked Putin's troops as they advanced towards Europe's biggest power plant
- Russian soldiers were pictured crying and begging to return home after being captured
- Russian oligarch Alisher Usmanov - who bankrolled Everton - had his £600million superyacht seized in Germany
- Russian tycoon Mikhail Watford was found hanged in the garage of his home in the UK
“We dont have any Ukrainian forces in the city, only civilians and people here who want to live.”
The mayor said he made "no promises" to the invades - but a new curfew and restrictions on movement have been imposed.
"We had no weapons and were not aggressive. We showed that we are working to secure the city and are trying to deal with the consequences of the invasion," he wrote on Facebook.
"We are having huge difficulties with the collection and burial of the dead, the delivery of food and medicine, the collection of garbage, the management of accidents."
He had previously warned the city faces "humanitarian crisis" as he begged for a green corridor to help clear the dead.
"The city is crawling with hundreds of tanks and Russian soldiers, who have published notices forbidding movement of more than two people together in a car and demanding that people raise their arms when approaching checkpoints, "Rabbi Yosef Wolf told Israeli news outlet Kan.
Russian troops had reportedly been pulling down the flags from buildings - but citizens are taking them back from the invaders.
Gennady Lakhuta, head of the regional administration, added in a post on Telegram: "The occupiers are in all parts of the city and are very dangerous."
Fierce fighting is still raging in nearby Mariupol, where the Russians have been accused of genocide.
Putin had hoped for quick takeover of Ukraine but his forces have met stiff Ukrainian resistance.
Supply chaos has hampered their advance while there appears to be low morale among soldiers, many of whom have tearfully surrendered.
The lack of progress has led to growing fears Russia will use an increasing number of indiscriminate attacks against civilian targets in a bid to force an end the war.
Some 2,000 civilians are already reported to have died in the invasion.
Russia admitted for the first time it had suffered casualties - saying 500 soldiers have been killed and around 1,600 have been wounded.
Ukraine puts the figures much higher at over 9,000.
President Volodymyr Zelenskyy urged Russian troops to go home and called them "confused children who have been used".
He said his nation had so far thwarted Russia's "sneaky" plans - and hailed the resistance as "heroic".
"We are a nation that broke the enemy's plans in a week. Plans written for years: sneaky, full of hatred for our country, our people," he said.
The Russians have allegedly been indiscriminately shelling the Ukrainian port of Mariupol, home to almost 450,000 people, for the past day, with unconfirmed reports claiming hundreds have been killed.
Mariupol's mayor accused the Russians of carrying out "genocide" on his city, while his deputy claimed an entire neighbourhood home to 130,000 people has been flattened.
Footage reportedly filmed in the city appears to show gun battles between Ukrainian and Russian forces on Wednesday.
The city lies in a key location, between the annexed Crimean Peninsula where a number of Russian forces are based, and the pro-Russia breakaway provinces of Luhansk and Donetsk.
Mariupol had reportedly been under continuous fire for the past 14 hours, according to the city government.
A maternity hospital and dozens of residential buildings have been severely damaged, while a school and a migrant shelter were destroyed.
Three boys playing football were hit in a Russian shelling attack in the city.
One lost his leg and died soon after arrival, an AP reporter said.
The other two were rushed to hospital and remain in intensive care.
All three lads were around 15 to 16 years old.
Unconfirmed reports claim hundreds have been killed in uninterrupted hours of shelling.
The basement of the maternity hospital in Mariupol has been transformed into a bomb shelter and nursery as Russian forces stepped up their attacks.
Vadym Boychenko, the mayor of Mariupol, told Ukraine's 1+1 TV Channel that Russian troops have also stopped civilians from escaping.
He said: "There's been colossal destruction of residential infrastructure, there are many wounded and unfortunately many civilian dead, women, children, old people."
"A full-scale genocide of the Ukrainian people is underway.
"You have to understand that the occupation forces of the Russian Federation have done everything to stop the exit of civilians from our city of half a million people.
"Our railway link has been cut - they even went to the railway station and fired on our diesel locomotives so that people can't be evacuated.
"So their mission is to destroy us, they have no intention of helping civilians."
Earlier on Wednesday, Boychenko said the number of wounded civilians "is growing every day".
"Our doctors don't even go home anymore. They are fighting for the lives of Mariupol residents."
Water supplies are also reportedly under threat in the city following more than half a day of Russian bombardment.
The city's deputy mayor Sergiy Orlov said a riverside district home to some 130,000 people - including his own father - has been obliterated.
He said Russian forces are surrounding the city on all sides and are several kilometres away.
"The situation is dire, we are on the verge of a humanitarian catastrophe," he said.
"We have been bombed nonstop for more than 15 hours. One-quarter of the city is almost completely destroyed. We can't go inside to pick up the bodies, so we can't count them."
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He told the BBC: "The Ukrainian army is very brave and they will continue to defend the city but the style of the Russian army is like pirates.
"They do not fight with their army, they just destroy entire districts."
A message from a Ukrainian soldier pinned down in the city reads: "If anything happens don't let us be forgotten. We are surrounded in Mariupol, no way out."
One British soldier now fighting in the Ukrainian Marines said he and his comrades were "encircled in Mariupol" as he urged people to "continue the support" for Ukraine.
It comes days after a six-year-old girl was killed in a Russian airstrike in Mariupol.
Horror images showed the poor child in unicorn pyjamas lying fatally wounded in a hospital in the city.
An angry doctor told reporters: "Show this to Putin," after the girl died despite the medical team's heroic efforts.
The child's terrified mum, covered in blood and holding a pink scarf, was pictured weeping as she waited outside the ambulance as the medical team tried desperately to revive her.
Further rocket attacks have struck Ukraine's second city of Kharkiv, hitting the regional police department and part of a university.
And shelling was reported in Okhtyrka, where dozens of buildings were reportedly destroyed.
A million people have now fled Ukraine so far, according to the United Nations, amid fears of the largest movement of people since World War Two.
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On Wednesday, Russian paratroopers landed in the city and began fighting for control, according to the Ukrainian military.
A second round of peace talks between Russia and Ukraine are due to take place tonight, according to Russian state news.