from unearthly throats. Presently, then, there were human screams.

Fallon's toes found firm sand. Still clutching the girl, he splashed through the shallows. He could hear the wallowing thunder of creatures behind them, and knew that they had to run. But he faltered, staring, and the girl made a little choked sound beside him.

The shallow margin of the sea was churned to froth by a nightmare horde. The whole broad sweep of the beach was invaded by things that, in that stunned moment, Fallon saw only as confused shadows.

He started to run, toward the hilly streets beyond the beach. The creature with the swordfish snout was almost on them. A fish, out of the sea! It reared its snaky neck and struck down.

Fallon dodged convulsively. The sword flashed down and buried itself in the sand not five inches from his foot.

It never came out of the sand. A tail-less, stub-legged thing with three rows of teeth in its shark-like jaws fastened onto the creature's neck, and there was hot mammalian blood spilling out.

They ran together, Fallon and the girl. The summer crowds filling the beaches, the promenade, the hot-dog stands and bath-houses, were fighting in blind panic up the narrow streets to the top of the bluff. It was useless to try to get through. Fallon made for an apartment house.

Briefly, in clear, bright colors, he saw isolated scenes. A starfish twenty feet across wrapping itself around a woman and her stupefied child. A vast red crab pulling a man to bits with its claws. Something that might once have been an octopus walking on four spidery legs, its remaining tentacles plucking curiously at the volley-ball net that barred its way.

The din of screaming and alien cries, the roar of the crowds and the slippery, thrashing bodies melted into dull confusion. Fallon and the girl got through, somehow, to the comparative safety of the apartment house lobby.

They found an empty place by a bay window and stopped. Fallon's legs were sagging, and his heart was a leaping pain. The girl crumpled up against him.

They stared out of the window, dazed, detached, like spectators watching an imaginative motion-picture and not believing it.

There was carnage outside, on the broad sunlit beach. Men and women and children died, some caught directly, 

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