"I woke up to yelling and hearing the cops say, 'get on the ground, get on the ground,'" said Esmeralda Cervantes, neighbor.
Cervantes said across the hallway two officers were struggling to control a 39-year-old man. Authorities said he broke into his estranged wife's apartment through a window and would not cooperate when police told him to step outside.
"I heard him say shoot me, kill me, or something like that I'm not really sure-- I just went for my kids."
Cervantes said she ducked for cover as shots rang out. Her boyfriend, Marco Rodriguez, showed us how close one came to hitting her head.
"The stray bullet came in through there, hit the other side of the wall, and the bullet landed on the table; the officers came inside looking for it."
Police said the suspect later died and haven't released his name, but neighbors identify him as 39-year-old Norberto Reyes. They said it wasn't the first time the couple got into an argument.
"It's scary that there's blood all over the place still, there's just cops everywhere," said Cervantes.
We have learned that the suspect had a criminal history, including drug charges.
Rodriguez and his girlfriend said they are spending the evening cleaning their neighbor's home while watching their kids, comforted to know at least, that the officers who kept everyone safe are expected to recover.
"They are people that saved us and helped us, why would they have to go through something like that," said Cervantes.
Two Los Banos police officers shot; suspect dies in hospital
Both officers were air lifted to a hospital in Modesto to be treated for their injuries.
"The first officer that arrived sustained one gunshot wound to his upper torso, the second officer actually sustained three gunshot wounds-- one to his lower leg near his calf, one in his upper torso, and one in the head," said Los Banos Police Chief Gary Brizzee.
FULL LOS BANOS PD PRESS CONFERENCE
Los Banos officer involved shooting press conference
We went to Doctor's Medical Center along Florida Avenue, but were told by the hospital's spokesperson that no law enforcement officers were receiving treatment here.
However, nearly two miles down the road at Memorial Medical Center patrol cars were sitting outside and people inside said it was clear something was wrong.
"I only seen that one officer and he didn't talk that much, he was kind of stressed I could tell," said David Trammel, Modesto. "They are on the second and third floor and they're coming and going and blocking it off so nobody can go in and nobody can get out."
But what was coming and going were a number of officers from several different agencies. Even people in the area like Jesus Torres were wishing nothing but the best for the men in blue who were wounded while trying to protect and serve.
"I'm hoping they're doing great, I'm hoping they're back in the streets soon, I'm hoping for a full recovery."
The Los Banos Police Department said both officers are stabilized and expected to recover.
The City's Police Chief also said he has received countless calls from other departments offering their support.