By: Victoria SpilabotteJeffrey Thomas DeSocio, Fox 11 LA

SANTA MONICA, Calif. (FOX 11) - Cell phone video captured a brawl between two men and a security guard early Wednesday morning. The guard tried to defend himself against the attackers with his pepper spray bottle.

A witness who shot this video spoke with FOX 11 by phone, but didn’t want to be identified. “He eventually pepper sprays the guy in the face,” the witness said. But the pepper spray doesn’t seem stop a man seen in the video wearing a brown sweatshirt.

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He threw punches at the guard while another man wearing an orange shirt tried to break up the fight swinging a chair at the attacker. “He hits the guy on the top of the head with a chair,” the witness said.

The fight inside the McDonald's restaurant in Santa Monica reportedly went on for several minutes.

One of the men continued to punch the security officer and even wrestle away his weapon.

“At some point the security guard’s baton is taken and it’s used against him,” Lt. Saul Rodriguez, Santa Monica Police Department, said. “At that point people tried to intervene and assist the security guard.”

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Rodriguez said it all started when the guard asked two homeless men to leave the restaurant because they were sleeping at the tables.

“They were taking up space it’s a private property so the security guard was asking them to buy some food or they needed to leave,” Rodriguez said.

The McDonald's on 2nd and Colorado is open 24-hours and residents said it becomes a hangout for homeless at night.

Read the rest of the story here.