As the air raid sirens began to wail, we were ushered into an underground shelter in the middle of Odesa.
Downstairs we came face to face with a small class of children from a nearby kindergarten - and the reality of this brutish war in Ukraine.
The city felt like one under siege.
Military checkpoints and sandbagged emplacements dominated important road junctions, while scores of stray cats and dogs hunted for food.
The few residents we saw, looked drawn and tired.
Although not directly on the frontline, the war is taking its toll, the mood palpable.
We saw this for ourselves at a refuge we visited.
There, hundreds of residents were queuing for food.
Many were elderly, wrapped up against the numbing sea air.
I felt their resilient smiles hid a multitude of worries.
The Governor of Odesa, Colonel Maksym Marchenko, confirmed this when we met him later.
We were told by those present that he rarely smiles now, having served on the front.
And the strain certainly showed as he explained how short of military equipment and ammunition they were, despite generous support from the UK and US.
The recent victory in Kherson was only temporary, he felt, the Russians regrouping for another assault.
It was on our way to meet the commanding officer of the Ukrainian southern front, Major General Andrii Kovalchuk, that the air raid siren went off.
While some residents took to the shelters, most shrugged their shoulders and carry on with their lives.
We learnt later that evening that Russia had fired about 90 missiles into Ukraine, with the majority being shot down.
None landed in Odesa.
Later, walking the streets with Mayor Gennadiy Trukhanov, a former soldier, I noted that most of the magnificent and ornate buildings were in disrepair, their owners or hoteliers long since gone.
The wide, empty streets seemed to emphasise the utter humiliation the Ukrainians are being subjected to.
The day spent in Odesa was surreal, made even more so when we saw six dolphins frolicking in a hotel swimming pool.
They’d been rescued from Kharkiv zoo.
Throughout our short visit, we were protected by five soldiers and helped by two interpreters, Anastasia and Maria.
Both in their twenties, they were surprisingly upbeat and confident that their brave armed forces would win through.
And, they, like everyone we met, were touchingly grateful for the UK’s support.
Personally, I was humbled by their courage.
Outwardly, they appeared steadfast, until you noticed the sadness deep in their eyes.