Fayetteville, N.C. — As authorities in Aurora, Colo. continue to investigate why 24-year-old James Holmes entered a midnight showing of the Batman movie "The Dark Knight Rises" early Friday and opened fire, a man who grew up in Fayetteville that was inside the theater is spending the night trying to put together the pieces of the tragic shooting that left a dozen people dead and injured 59 more.

Derrick Poage, 22, said he and his girlfriend were about 25 or 30 feet away from James Holmes when he opened fire on the crowd just after midnight. At first, he said, he wondered if it was just a prank.  Interactive     Colorado theater shooting

"Gunshot, then gunshot and by the fourth or fifth gunshot I realized that (it) was really real," Poage said. "People were screaming, I heard kids, women, men. I thought I was going to be dead."

Poage says he ran for an exit thinking his girlfriend was right behind him. When looked back, however, he said she was still standing near their seats, seemingly frozen in fear.

"I had to run all the way back and when I got back to her, we duck down again and that's when he started unloading more fire for like two or three minutes," Poage said. "Once he stopped again and I didn't hear anymore fire, I grabbed her by the arm and we ran all the way up to the top."

Once they made it outside, Poage said he called his mom.

"He was shaking," Tammy Brown, Poage's mom, said Friday. "He was upset."

Brown said Poage told her he had a funny feeling when he sat down in the crowded movie theater to watch the much-anticipated premiere of the latest Batman film, even telling his girlfriend he didn't feel right. Brown said Friday she was in tears when she heard her son's voice. 

"I just want to hug him and kiss him," she said. "I'm glad he's OK."

Poage, who graduated from South View High School in 2009, said he and his girlfriend are both shaken despite not being injured. 

"As soon as me and my girlfriend got out, she was still chocking on the gas from the bomb," he said. "We both just hugged each other. We could have been some of the people wounded or killed."