The balloon was soaring over the Chester County landscape when it developed problems shortly before 7 p.m. as it descended near the 1800 block of Kimberton Road.

Witnesses said they heard the "whoosh, whoosh, whoosh" of the balloon's flame, "then nothing."

The balloon - operated by Air Ventures Hot Air Balloon Flights Inc. - came down in a field about 200 feet behind Barbara Berry's Kimberton Road house. She heard the passengers in the gondola calling out and she watched through trees as the balloon dropped toward the ground.

"They were yelling . . . and the basket was on fire," said the 46-year-old Berry. "The balloon still had air and was dragging the basket along the ground. We ran out and I saw one woman leap out of the side of the basket head first."

Berry and her 14-year-old son Nick Berry said some may have jumped out of the burning gondola before it hit the ground. Others fled on impact.

"People were diving out of the basket," said Nick Berry.

The flames "shot 10 feet from top of basket," said Barbara Berry. "I didn't hear any loud explosion. I just saw fire."

The passengers were injured and in shock by the time she got to them, Berry said.

"They were trying to get away from the basket and I said, 'Come this way,' and we led them into my house," she said. "I knew they needed to focus on something else."

Emergency-rescue personnel had been alerted by a man who was driving, saw the balloon hit the ground, and called 911, according to one local resident.

At Berry's house, one of the passengers, a nurse who was also injured, tried to direct the first aid. She told Berry: "Get a towel and cold water." The victims had burns on their hands, arms, backs and heads.

"All of them were injured," Berry said. "One woman said the pilot's burning body was on top of her. He must have saved her life. She got out, but she was very upset."

The pilot was killed, Berry said. Authorities late last night had not released names of the victims or identified the pilot or the hot air balloon company.

Berry said West Vincent Township police arrived soon after and were followed by fire trucks, ambulances and three helicopters used to transport the injured.

Assistant Fire Chief Al Kritzberger of the Kimberton Fire Department declined comment last night.

Chester County officials said the victims suffered burns and were taken to Crozer-Chester Medical Center, Temple University Hospital, and Phoenixville Hospital.

Berry said the nurse on the balloon had given the trip as a present to her mother on her 60th birthday.

"It was such a peaceful afternoon, then it changed; it was very other-worldly," she said.

Nick Berry said he listened to the horrific stories of some of the passengers as they received first aid at his house. He also saw the body of the pilot.

"I don't know how I'm going to send him to school tomorrow," his mother said last night.

Other residents also were drawn to the crash scene. One neighbor who declined to be identified said she saw a column of smoke rising and drove with her husband to the site.

Balloons often fly through the area, especially on weekends. If the balloon comes down on private property, it's the habit of the occupants to give the owner a bottle of champagne, residents said.

"We see many hot air balloons pass by," Barbara Berry said. "We thought we would love to ride - but starting today, we've changed our minds."