With one bag in each hand and another on his back, Denis makes his way up a hill on foot, having just crossed the border from Russia into Georgia.
"I'm just tired. That's the only thing I feel," the 27-year-old says as he tries to catch his breath.
Denis has just spent six days on the road, most of them just waiting in line to cross the border. He is one of the hundreds of thousands of Russians enduring a grueling marathon journey to leave their country.
Though women and children are among those crossing, most are fighting-age men who fear the possibility that they will be drafted to fight the Kremlin's war in Ukraine. According to the Georgian Interior Ministry, at least 10,000 have been coming through the Lars border crossing daily.
Denis, who did not want to reveal his last name, said he chose to leave because of the uncertainty following Russian President Vladimir Putin's announcement last week of a "partial mobilization" of citizens -- despite his earlier emphasis that the military assault would only be fought by military professionals. Russian Minister of Defense Sergei Shoigu said the military will conscript around 300,000 men with previous military experience, to go and fight in Ukraine.
Though the current draft should not apply to him, Denis fears that could change.
"How do I know what will happen in three years' time? How do I know how long this will take?" he said.
"It is uncertain, and nobody knows what's coming next."
His feeling is shared by many crossing the border into Georgia. They are teachers, doctors, taxi drivers, lawyers and builders -- ordinary Russians who have no appetite for war. And although they say they don't agree with the government, they believe there's nothing they can do to force Putin to change course.
They've chosen instead to leave their homeland, despite the perilous journey. Denis said he spent days in his car without sufficient access to food and restrooms.
"When you're there waiting, there is no toilet. You can't get much to eat because everything is instantly sold out and nobody packed much food either because nobody expected it to take this long," he said.
Another man CNN spoke to walked for 20 kilometers (12 miles) to get to Georgia, also fueled by concern that the draft might expand.
"It doesn't apply to me today, but it may apply tomorrow," the individual said, speaking to CNN on the condition that he remain anonymous, because he fears Moscow's far-reaching hand.
And George Vatsadze, a 28-year-old marketing professional, says he is leaving Russia because he doesn't want to hurt his loved ones. He has a Ukrainian grandmother and cousins who live in the country.
"I can't go there to fight," he said.
Vatsadze crossed with his brother, who was eligible for the draft. He brought only a bag with a few clothes and his dog. He says it was the only thing he could do.
Tired and emotional, he's happy he's made it to Georgia, but frustrated that Russia's invasion of Ukraine has forced him to leave home.
"I think maybe about half of our population think the war is wrong, but they can't stand up against it because it's dangerous," he says. "Right now, just by saying this, I am putting myself at risk."
He didn't want to leave, but now he thinks he may never be able to go back.
"It's all because we can't trust our government anymore, because they told us a lot of lies," he says. "We had heard there would not be any mobilization at all, but six months later we're here."
"What will be going on another six months?" he asks, struggling to hold back tears.
"I don't know, and I don't want to find out."