Rebel reinforcements converged on one of Muammar Gaddafi's last strongholds in Libya today, even as they gave the town a last chance to surrender.
Thousands of rebels have now reached on Bani Walid, a desert town 90 miles from Tripoli.
They have extended to Saturday a deadline for the surrender of Gaddafi's hometown of Sirte and other loyalist areas, but some have warned they could attack Bani Walid sooner because many prominent former regime officials were believed to be inside.
Commander Ismail al-Gitani said: "We won't go inside Bani Walid unless the Warfala tribe invites us," he said, referring to Bani Walid's main tribe. "The Warfala have to lead us into Bani Walid. Hopefully no one will be shot. We don't want to use our weapons. But if the Gaddafi loyalists shoot at us, of course we will return fire."
The Warfala are believed to be about a million-strong, one-sixth of Libya's population.
Rebel commanders have said the door was still open for more talks about a surrender, but rebel negotiator Abdullah Kanshil said that "there are no negotiations." He added that rebels were talking to individual families in the town about urgent needs for water and food.
The talks broke down, in part, because the loyalists insisted the rebels disarm before entering the town.
The rebels have said the hard-core loyalists are a small minority inside the town, but are heavily armed and stoking fear to keep other residents from surrendering, telling residents the rebels will rape their wives and daughters.
"We know (the loyalists) are trying very hard to avert Bani Walid's surrender," said Jalal el-Gallal, a spokesman for Libya's opposition council.
The regime loyalists "know if they hand themselves in, they will be punished. They are trying hard to mess things up, to drag other people with them into a battle," said rebel Col. Abdullah Hussein Salem
The rebels also say Gaddafi has some genuine supporters in Bani Walid, mainly people linked to the dictator through an elaborate patronage system that helped keep him in power for nearly 42 years.
Some of the rebels outside Bani Walid have more reason than most to be impatient. Abdel-Basit bin Balla, a 31-year-old businessman, said he was arrested in Bani Walid during anti-Gaddafi protests in his hometown in May. He was taken to Tripoli's Abu Salim prison, infamous as a detention centre for political dissidents.
Bin Balla was freed when rebels took Tripoli, and has joined their forces.
"I want to enter Bani Walid with the rebel flag in my hand," he said.
While it is now held by loyalists, Bani Walid also has a history of opposition to Gaddafi. Western diplomats in Libya and opposition leaders abroad reported in 1993 that the air force had put down an uprising by army units in Misrata and Bani Walid. They said many officers were executed and arrested.
Nato, meanwhile, reported bombing several targets near Sirte and other areas overnight.