A Bend woman who was killed in a hit-and-run at 2:30 a.m. Tuesday loved to ride her bike and had a knack for making everyone she knew laugh, her family, friends and co-workers said.

Kimberly Ann Potter, 41, was killed on Third Street when a Mercedes-Benz struck her bicycle from behind, probably killing her instantly, police said.

The mother of three boys, Potter worked in the kitchen at Pilot Butte Drive-In Restaurant, a job she'd had for about 1 1/2 years.

"No matter how life was treating her, she kept her chin up," said Susan Padgett , a co-worker, as she swallowed back tears at the restaurant Thursday. "(She would) joke around or just laugh because she wanted to laugh."

"She was always very bright and sunny," co-worker Tracie Wrisley said. "Definitely always smiling."

Life had been rough for Potter recently, her co-workers and family said, but she was trying to turn things around.

She had been living in the Westward Ho Motel, on Third Street near Southeast McKinley Avenue, for two or three weeks since moving out of a rented mobile home, according to her father, Gary Huitt.

"Her nature was to not worry about tomorrow too much," he said.

Four people have been arrested in connection with Potter's death. George Harold Goodson, 51, and his son, Christopher George Goodson, 22, were the first to be arrested. They face a variety of charges after police found the Mercedes burning Tuesday off China Hat Road. Two other men were arrested Thursday.

Potter shared the motel room with her two youngest sons, Josh, 16, and Nathaniel, 11. She kept a regular work schedule and never missed a shift, her manager, Sean Baldwin, said. Josh and Nathaniel are now living with Potter's oldest son, Zack, 19, who lives in Bend, Huitt said.

Huitt said Potter's children have been devastated since learning of her death.

"Those boys are really going to miss her," Potter's grandmother, Virginia Huitt, said.

And employees at the restaurant who knew Potter for as long as she worked there have been grieving as well.

"We were quite shocked, of course," Bill Falconer, the owner of Pilot Butte restaurant, said. "Everyone is working through it in their own way."

"We've all been leaning on each other and taking care of each other," Wrisley said.

When Potter didn't show up for work Tuesday, "we called and called and called, and there was no answer on her phone," Wrisley added.

"The last thing you want to see is a detective walking in to tell you your friend is gone," she said.

"She was just a good person taken way too soon," Padgett said. "We were just all getting to know her real well."

Potter, a middle child, was born in 1966. Her brother Jim Huitt, 42, and sister Cindy Downs, 38, also live in Central Oregon, Downs said.

Potter graduated from a high school in Eugene in 1983 and moved to Central Oregon in 1988, Downs said. Their mother, Judy, died suddenly in 1996 after contracting pneumonia, Virginia Huitt, said. Potter and her siblings were deeply affected by their mother's passing, she recalled.

"I sure miss her," Virginia Huitt said. "It's kind of a tragic thing for her to go the way she did."

In life, Potter had an incredible affinity for animals, her siblings said.

"She loved to take in strays and fix people and fix things," her father, who lives in Prineville, said. He recalled that when Potter was growing up, she would often bring home stray animals that she saw. At one point, there were as many as 14 stray cats in his house, he said.

"We always had to find a place to keep the cats," Gary Huitt said with a chuckle.

"She loved animals," her grandmother agreed. "She'd take them all in if she could."

Potter was also drawn to the outdoors, her siblings said.

"What she really enjoyed doing is she would take her boys up to Tumalo Falls and she'd hang out for the day," Downs said. "On a hot day, I can tell you exactly where she'd be: She would be in the river, on her inner tube."

"She was a good person, we miss her a lot," her brother Jim Huitt said. "It didn't need to happen, period."

Despite financial difficulties and three divorces, Potter was making an effort to improve her life, several of her co-workers said.

"She had a hard life and was trying to make it better," Padgett said. Potter biked to work and around town regularly, she added.

"If she couldn't sleep, she'd ride her bike at night," Padgett said. "That's probably what she was doing (when she was killed)."

Police have said Potter was riding northbound on Third Street when she was struck. She was wearing dark clothing, had no helmet and did not appear to have any reflectors or lights on her bicycle.

"She was just getting ready to make a big change," said Wrisley, who often worked the same shifts as Potter. She said Potter planned to start going to the gym with her.

"This was a person who had a life, and it wasn't just a body," Falconer said. "It was someone we cared about."