Powerful tornadoes carved a path of destruction through the north Texas area, tossing tractor-trailers into the road and tangling power lines among remnants of homes and personal possessions.
Brandy Kemps took a video of the dark funnel cloud from work, but when her co-worker got a little too bold taking pictures outside Kemps' voice betrayed the terror of an oncoming tornado.
"Come on get your butt back over here," she shouted from the entryway of the building where she works. "Marlena get in here! Come on, it's coming over here!"
Kemps told ABC News she had never seen "anything like this."
"Debris was flying right in front of me in the air – shingles, dirt, tree limbs. The tornado funnel was coming right at us, then went directly behind the apartment building I was in and then made a right toward 45 North," she said.
As the twisters continued on their rampage, more than 28,000 customers were left without power in the area.
Robert Cluck, the mayor of Arlington declared a state of emergency to last for up to seven days, citing "widespread and severe damage." The city also set up a disaster center
Eight Texas counties face severe weather alerts from the National Weather Service. The counties include Dallas, Kaufman, Rockwall, Delta, Hopkins, Hunt, Bosque and McLennan counties.
The tornado ripped through the operating facility for Schneider National, a trucking company, and tossed massive trucks high into the air and spun them around before smashing them to the ground.
Flattened and crumpled trailers littered the area in the aftermath of the twister.
At the Texas Rangers stadium, a heavy tarp covering the baseball field for tonight's exhibition game was whipped around by the force of the storm in a video captured by the team's catcher, Mike Napoli.
In Kaufman County, Crosby Elementary School sustained significant damage from the storm, ABC affiliate WFAA reported.
Crosby Elementary School was damaged in Forney Texas, along with 20 homes. One was completely demolished, Brian Brooks, Forney City Manager said.
Amazingly, no major injuries have yet been reported.
At Dallas Fort Worth Airport, over 400 flight departures were cancelled, and 40 flights headed for Dallas were diverted during the peak of the storm, airport spokesman David Magaña said in a statement.
Passengers were sheltered prior to the storm, with care taken to keep them safely away from windows.
Aircraft at Dallas did not fare as well; as many as 110 aircraft suffered some degree of damage from hail during the storm, according to the statement.
Storm damage elsewhere in the area was stunning; footage from ABC affiliate WFAA showed rooftops flying off homes.
The Six Flags amusement park in Arlington, Texas, suffered in the storm.
In Sunnyvale, a small community east of Dallas, Heather Montoya said the twister shook her home and left uprooted trees inside, insulation in her yard and her patio furniture scattered all over her property.
"It was insane. We have a lot of windows in our house. The whole house started shaking and in five seconds it was completely done," Montoya ABC's Dallas affiliate WFAA.
The first funnel cloud was spotted on the ground at 1:01 p.m. in Ellis County.
School districts reported sending students into emergency shelters. Parents in Arlington were allowed the pick up their children at the school's normal dismissal time, however children in Dallas remain in the custody of their schools until further notice.
A code black was issued at Parkland Hospital in the Dallas, ordering all patients to be kept a safe distance from the windows.
ABC News' Nikki Battiste contributed to this report