The Libyan town of Bani Walid was not far from our sight. Just a few kilometres further north from where we filmed at the Bu Dinar checkpoint
It was very tense. We heard sniper fire, rockets and heavy weaponary being used as fighters backed by Libya's rulers were battling groups they say are loyalists of former leader Muammar Gaddafi holed up in the town.
I took cover with my brave camera woman, Alina Gracheva. When I stood up, I saw black smoke in a distance and heard the sound of bombardment that I have heard before during Iraq's multiple wars.
The fighters were very nervous. Our escort, a field commander, was told off by other fighters. They wanted us to stop filming. My assumption was that they didn't want our camera to film the rockets being fired at Bani Walid.
What made my suspicion even stronger was a "request" which felt like an order, not to film the heavy weapons on the side of the road - heavy guns and Grad mulitple rocket launchers.
I remembered the phone conversation I had with a Bani Walid resident in which he said that the media and Al Jazeera had toppled Colonel Gaddafi for using Grad rockets against his own people. "Well now, where is the media and why no one is reporting the president of the General National Congress, Mohamed al-Magarief, who has ordered the use of rockets and force against the residents of Bani Walid?"
As we pulled back 50km away, we saw a field commander who had had enough from his bosses. He said that they were outgunned and that the "enemy" was more like an organised army.
I asked him, who is the enemy? He said, "Gaddafi soldiers". He showed me sniper rifles, heat seeking rockets and other rockets and machine guns
Libyan authorities say they want to establish their authority over Bani Walid and all of Libya.
Bani Walid is seen as a sanctuary for Gaddafi loyalists and criminals - that's according to the government and the speaker of parliament.
The parliament issued a law that allows the use of force to arrest wanted suspects.
They also claim that those fighters have taken the town and its people as "hostages".
What's certain though is that the town was the last bastion of support for Gaddafi. And many Libyans feel it wasn't "truly liberated last year".
Of course residents of Bani Walid reject this claim and describe it as nonsense. And they blame the "militias of Misrata and others" for the targeting of civilians and hatred of the Warfala tribe in Bani Walid.
The fighting will go on for a few days, if not weeks. The hilltop town has been besieged for almost a month. And there are no signs it will "fall" anytime soon.