"I just had jumped into bed, big blast, a big boom," said nearby resident Linda Brown.
The unfamiliar sounds jerked Tomball residents right out of bed.
"It was a loud kaboom and then the second one was much louder than that," said Brown.
Brown lives across the street from the plant.
"I had maybe five minutes," she said. "I grabbed clothes as fast as I could to get out."
It was just before 3am when fire crews from a half dozen departments and three HazMat teams rushed to the American Coatings Manufacturing plant in Tomball. In addition to the fire, there were also many explosions.
"I knew that we were gonna have a very devastating fire," said Chief Randy Parr with the Tomball Fire Department.
The plant was closed for the night, so no one was inside. But it stores finished paint products, thinners and solvents used for manufacturing.
"Those type of chemicals under heat will sometimes explode," said Dean Hensley with the Harris County Fire Marshal's Office.
A haze was reported from 20 miles away. On the ground, firefighters evacuated neighborhoods and blocked roads to keep people away from potentially hazardous chemicals.
"I wanted to go down to the donut shop," said resident Twila Langness. "I can't go get a donut."
While HazMat monitored air quality, firefighters shuttled water back and forth to the plant from a mile away because there are no fire hydrants nearby.
"It definitely slows things down a little bit," said Hensley.
Crews blocked the spread and prevented widespread injury. Now, investigators are trying to determine whether this is an accident or arson.
One firefighter was transported to the hospital after complaining of chest pains. This warehouse is also near a pet resort. At least 125 were inside at the time of the fire. They didn't have to evacuate the animals. The owner tells Eyewitness News that all of the animals were fine.