Fire crews from two counties battled the flames at the Valley View complex in North Coventry Township in Chester County after the third-floor blaze was reported at 1:13 p.m.
It was massive and it was fast.
Fire ate right through the building at the Valley View Apartment complex in North Coventry taking out the roof and leaving behind a devastating scene.
Sonia Taylor and her 13 year old son, Matthew, live next door and ran into the building to get people out.
"At first it was just smoke," said Matthew, "and then is spread to the back."
Dozens of firefighters rushed to the scene and used ladders to attack the quick moving flames.
There was a fire hydrant nearby, but the fire was so intense, more water had to be brought in along with fire crews from surrounding areas.
By mid-afternoon, the blaze had gone to four alarms and crews from neighboring Montgomery County had been called to help.
"It was like something out of the movie "Backdraft"," said Tom Lenick. "I was in shock."
By the time firefighters were able to bring the blaze under control, 22 units were damaged and 31 residents were left homeless.
The American Red Cross was on hand to offer assistance to the burned out residents.
Investigators estimate at least $1.5 million in damage to the apartment building, and it is most likely a total loss.
The cause of the fire is under investigation.