this is a port city that sits right along the coast in the sea of azor.russian rebels stationed there, bearing down, seemingly ready, poised for an attack on mariupol. just on the outskirts of mariupol you have ukrainian troops, digging trenches, bolstering their defenses. they are extremely concerned and scared over the past 48 hours. many residents have left and others have hunkered down. at this hour, the pro-russian rebels have not decided to make a move to mariupol, but if they do and if they succeed in taking mariupol the next region will be the russian annexed territory, the crimean preninsula. if they get there, that will mean they've established a land bridge. and if you go up from this region, in the donetsk region, the luhansk region, you're sighing rebels pushing down to this area, taking more territory. in the meantime, ukrainian troops continuing to retreat. overnight, 68 soldiers retreated. our cnn crews have observed the troops retreating as well, dejected and defeated. so unless something changes, momentum shifting in favor of the rebels.