The twister descended quickly on Mena shortly after 8 p.m.
Thursday after a series of siren blasts warned residents of tornadoes in the area.
Daylight exposed a community ripped apart. Century-old pecan trees leaned into homes - some with pink insulation strung from their branches. Along some streets, roofs had collapsed into homes.
On other streets, roofs were simply gone.
"It just looks like a war zone," Mayor George McKee said.
Thurman Allen, 79, said his charitable group, the Order of the Eastern Star, had just sat down for its twice-monthly meeting at the Masonic lodge when the last siren sounded. Before the 19 attendees could take cover, the tornado peeled away the roof with winds so strong that some women had their shoes ripped off their feet.
"I was down on the floor - I just flattened," Allen said.
One woman was killed by falling debris - her body recovered after emergency workers cut part of the roof away.
Elsewhere in the Ouachita Mountains town, Marion Boyt, 76, said he survived after rushing into a small closet with his son and daughter-in-law.
"I guess we got skinny because we were so scared," he said.
Boyt said one of those killed died when the roof of a two-story home collapsed.
The body of the third person killed was found in her front yard, county's emergency coordinator James Reeves said. Authorities have not released the names of those killed pending notification of their families.
National Guard troops patrolled the downtown of this city of 5,700 residents. An overnight curfew was put in effect as emergency crews dealt with ruptured gas lines, downed power lines, fallen trees and heavily damaged buildings.
Gov. Mike Beebe declared a disaster in Polk, Howard and Sevier counties, which were hardest hit by the storm.
Prosecutor Tim Williamson said dispatchers at the county courthouse had been trapped inside immediately after the storm, and that the county jail was "uninhabitable." Inmates were transferred to nearby counties, said the office of County Judge Ray Stanley.
The twister tore the roof off a local community college building and destroyed two businesses at the city's industrial park, Williamson said.
Mena Middle School also sustained significant roof damage, principal Mike Hobson said. One portable classroom was destroyed and that part of the auditorium's roof was ripped away, and administrators would have to discuss when classes can resume, Hobson said.
Rick Lanman, who manages the Mena Airport, said darkness fell quickly as the tornado crossed the Oklahoma border 10 miles away.
"Me and the dog ran to the bathroom when we saw it on the TV," Lanman said. "It was here in less than a minute."
Mena sirens sounded for earlier storms north and south of town.
When they sounded a fourth time, "experience was telling me that we were in trouble," said Lanman, who said he been through tornadoes before in Oklahoma and Illinois.
The violent weather was part of a system that caused damage throughout the South and parts of the Midwest. The National Weather Service said a woman was injured at Shreveport, La., when a tree fell onto her car during a tornado. Twisters also damaged homes east of Vinita and near Muse in Oklahoma and at Crossett in far southern Arkansas, near the Louisiana line.
As the storms moved east, hail and high winds were reported in Alabama, Kentucky, Mississippi and Tennessee. Power was out in many parts of the region.
The injured were taken to Mena Medical Center for treatment.
Reeves, the emergency coordinator, said he had never seen such a powerful storm hit the tornado-prone region.
"Not in my lifetime," he said. "The last tornado we had to hit the city of Mena was in November 1993. This time we had significant structures (hit)."
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