Iraq's second largest city is under fire.

The military battled insurgents in Mosul early on Tuesday but could be seen leaving the area later, reportedly on the order of higher-ups.

The group, the Islamic State of Iraq and the Levant (ISIL), an offshoot of al Qaeda, are now in charge.

Iraqi Prime Minister Nuri Al-Maliki declared a state of emergency.

SOUNDBITE: OSAMA AL-NUJAIFI, SPEAKER FOR IRAQ'S PARLIAMENT, SAYING:

"When battles intensified inside the city of Mosul, the (Iraqi) forces abandoned their weapons and the commanders fled, leaving behind weapons, armored vehicles. Their positions were easy prey for terrorists, even Mosul airport. Planes and command positions, all of them, have fallen in addition to weapons caches. Also prisons were stormed and criminals have been set free. What happened is a catastrophe by any measure."

Many soldiers and civilians fled to Iraqi Kurdistan.

Soldier, Mohamed Hadi, says he feels he had little choice but