It happened between 6 and 7 Monday morning, rain coming down in buckets, and high-speed winds tearing through the city of Memphis.
Some passengers were sitting on a plane, just moments from takeoff, when they felt the storm come through.
"The plane started rocking and they immediately told us to leave everything on the plane, nothing could come out of the overheads, and just get off the plane," Michelle Hudak said.
Leigh Brown, who was on a plane during the storm said it was a "very scary" moment. "I mean, I thought we were going to roll," she said.
It wasn't much better for those going through security — high-speed wind and rain blew open doors and shattered windows in two concourses and the mezzanine area. Customers had to be directed to nearby bathrooms for safety.
"It did get pretty scary, and I've been through severe storms before," George Brown said. "But when that came through here and people started screaming and running, that's scary."
A spokesperson for Memphis International Airport says no injuries were reported, and describes the damage as "minor." The worst effect seemed to be adding extra stress and anxiety onto travelers who didn't need any more to begin with.
"I'm not the calmest person in the world. It would have really made your heart beat fast," Brown said.