Newtown, Connecticut - The 15 first graders cowered in a dark, barricaded bathroom as gunfire boomed outside, shot after shot after shot killing their classmates and teachers.
Terrified as they were, their teacher played loving mother hen, even as she feared they - ages 6 and 7 - and she were next and would die any minute.
Sandy Hook Elementary School teacher Kaitlin Roig cried, sniffled and fidgeted as she recounted her harrowing and heart-breaking chapter of the Connecticut school shooting to ABC News.
When gunfire rang out, she gathered her kids together - their classroom had a big, exposed and thus dangerous window - and rushed them into the small bathroom.
She pulled a bookcase across the doorway, closed the door and locked it from the inside.
Hush, she told the kids.
"I told them to be quiet. I told them to be absolutely quiet," Roig said.
In a nightmarish silence, they heard the gunfire in the hallway just a few yards away.
"I said there are bad guys out there now and we have to wait for the good guys," Roig said.
Kids would cry. Ask for their parents. They just wanted to go home and for it to be Christmas, Roig said. One little guy said don't worry, he knew karate and would help lead them all out to safety.
To the ones who cried, Roig would cup their little faces in her hands and try to comfort them. "It is going to be OK. Show me your smile," she recalled saying.
Roig feared the worst, the end, for all of them. "I'm thinking in my mind, we're next," she told ABC.
She tried to put herself inside the head of a 6- or 7-year-old in such a hellish situation. She concluded she had to play parent, and told them she loved them.
"I wanted them to know that someone loved them and I wanted that to be one of the last things they heard, not the gunfire in the hallway," Roig said.
Eventually, the shooting stopped. Police knocked on the door and called out.
Roig was wary, and would not open it until they proved who they were by slipping their badges under the door.