NEW BRITAIN, Conn. -- The man who was arrested in connection with a fatal New Britain home invasion told police he made a mistake by letting the women memorize his face and had to shoot them, police said.

Carol Larese and Mary Ellen Welsh were having Sunday coffee at Larese’s Woodhaven Drive home when Leslie Williams allegedly came into Larese’s home.

Police said Williams, who served eight years in prison, entered the home looking for money and a car.

Williams allegedly shot Larese after realizing she had seen his face, police said. She ran for help, but when police arrived, Williams, Welsh and her vehicle were missing.

Her body was found early Monday in a wooded area about 10 miles away in Bristol.

Williams, 31, a convicted sex offender, was arraigned Monday in New Britain Superior Court on attempted murder, kidnapping, burglary, assault, criminal use of a firearm and other charges. Bail was set at $5 million, but his public defender, Todd Edgington, said his client has no money and wouldn't make bail if it were $100,000.

Williams is expected to be arraigned Tuesday or Wednesday on more charges related to Welsh's death. The 61-year-old Welsh was a nurse who had become ill with cancer in the past year.

"This stuff is rolling in faster than I can keep up with," Edgington said.

According to an arrest warrant, Williams told police he slept in an unlocked car Sunday morning when he saw Welsh walk into Larese's house. Two minutes later, he walked into the house.

Police arrested Williams when he allegedly crashed Welsh's car some 25 miles away in Watertown after a police chase about five hours later.

"He told police he had made many mistakes such as allowing the females time to memorize his face," the warrant said. "That is when Williams realized he would have to kill both females."

Police say in the arrest warrant that Larese offered Williams $20 and Welsh even gave Williams the key to her car.

Williams instead ordered Welsh and Larese into the basement and shot Larese, according to the arrest warrant.

He told police the gun failed to fire and as he cocked the gun, Larese turned around and put her hands in front of her face.

"Williams got tired of waiting for a clean shot so he pulled the trigger at which time Carol fell forward and gave out a loud cry," the warrant said.

Larese, who turned 66 on Tuesday, told police she pretended to be dead, lying on the basement floor for about an hour. Only after she believed it was safe to do so, she fled her house and asked a neighbor, Theresa Diters, to call 911.

"She just told me she was shot," Diters said. "She was all full of blood from head to toe. I was amazed."

Edgington said he has asked to have Williams placed in protective custody in prison because he is concerned other inmates might blame him if state officials crack down as they did after a deadly July home invasion in Cheshire.

That crime, in which two paroled burglars are accused of killing a mother and two daughters, led to a temporary ban on parole for all offenders.

"In some ways, this is a repeat of Cheshire," Edgington said.

Williams was released March 4 from the medium-security Osborne Correctional Institution in Somers after serving eight years in prison for sexual assault and risk of injury to a minor, according to state Department of Correction records.

Police in Waterbury, where Williams lived before he went to prison, said the conviction was for the 1998 sexual assault of a 5-year-old girl he knew.

Lt. Chris Corbett said Waterbury police had also arrested Williams for two burglaries, breach of peace and selling drugs.

William H. Carbone, director of the Court Support Services Division of the state Judicial Branch, said Williams had met with his probation officer five times since he was released from prison and was putting together a resume so he could look for a job. Their last meeting was Wednesday.

He was living at two shelters in Hartford because he did not have a home, Carbone said. He was scheduled to have a therapeutic evaluation Tuesday, after which he would have been assigned to some type of sex offender therapy.

As in the aftermath of the Cheshire killings of a mother and her two daughters, elected officials are calling for changes in state law.

Gov. M. Jodi Rell called on state lawmakers to pass a three-strikes-and-you're-out bill that would require three-time violent offenders to serve life in prison. However, it's not clear whether the three-strikes proposal would apply to Williams for the New Britain crime.

State Sen. Donald DeFronzo, D-New Britain, grew up within walking distance of where the home invasion took place.

"I'd say it's a very traditional, middle income neighborhood," he said. "This picture you get of one neighbor visiting another neighbor, getting coffee every day, is pretty much the nature of the neighborhood."

Meanwhile, a day after the home invasion, Welsh's empty house on Monday still appeared welcoming, with a light on by the front door.