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ISIS militants have overrun a handful of Syrian villages near the border with Turkey and threatened to drive U.S-backed rebels out of a key nearby city, activists and a rebel commander said on Thursday.

The five villages near the town of Marea, which is around 20 miles from both Aleppo and the Turkish border, were taken after furious overnight battles between the extremists and Free Syrian Army (FSA) fighters, a rebel leader told NBC News.

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“Fighting started yesterday night ... and the rebels had to withdraw," FSA commander Basam Mustafa said. "ISIS fighters were many more than us and they had enough weapons to win the battle. They were also very well organized compared to us."

Marea is currently in FSA hands.

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"The main roads to Marea are cut because of ISIS control to these villages," he added.

While both the FSA and ISIS extremists are fighting to topple the government of President Bashar Assad, they are also battling each other.

In a statement, ISIS announced that it had taken the villages. The Syria Observatory for Human Rights, which has a network of activists throughout the country, confirmed on their official page that ISIS had taken over the villages.

Mevlut Cavusoglu, Turkey's foreign minister, told Reuters on Monday that his country and the U.S. were close to launching a "comprehensive" air operations to drive out ISIS fighters from the area in northwestern Syria. The two countries plan to provide air cover for "moderate" Syrian rebels and to flush ISIS from an area of border territory.