Russian forces appear to have taken control of Kherson in the south of Ukraine - the first city captured since the beginning of the invasion.
The local mayor says he's begged soldiers not to attack civilians.
A huge convoy advancing on Kyiv is still around 18 miles away from the capital, held up by "congestion" and "staunch" resistance.
Heavy shelling has been reported in Kharkiv, Chernihiv and Mariupol - but they haven't fallen.
The United Nations says one million people have now fled Ukraine since the invasion began, calling it the "swiftest exodus" of refugees this century.
Russia says 498 of its troops have been killed in the conflict, and almost 16-hundred injured.
But Ukrainian President Volodymyr Zelenskyy claims that number is closer to 9-thousand.
He says Russian troops will continue to find strong opposition.
