others trampled down and unable to escape. But more than men were dying.

Things fought and ate each other. Things of mad distortion of familiar shapes. Things unlike any living creature. Normal creatures grown out of all sanity. But all coming, coming, coming, like a living tidal wave.

The window went in with a crash. A woman's painted, shrieking face showed briefly and was gone, pulled away by a simple marine worm grown long as a man. The breeze brought Fallon the stench of blood and fish, drowning the clean salt smell.

"We've got to get out of here," he said. "Come on."

The girl came, numbly. Neither spoke. There was, somehow, nothing to say. Fallon took down a heavy metal curtain rod, holding it like a club.

The front doors had broken in. People trampled through in the blind strength of terror. Fallon shrugged.

"No way to get past them," he said. "Stay close to me. And for God's sake, don't fall down."

The girl's wet blonde head nodded. She took hold of the waistband of his trunks, and her hand was like ice against his spine.

Out through broken doors into a narrow street, and then the crowd spread out a little, surging up a hillside. Police sirens were beginning to wail up in the town.

Down below, the beaches were cleared of people. And still the things came in from the sea. Fallon could see over the Santa Monica Pier now, and the broad sweep of sand back of the yacht harbor was black with surging bodies.

Most of the yachts were sunk. The bell-buoy had stopped ringing.

The sunlight was suddenly dim. Fallon looked up. His grey-green eyes widened, and his teeth showed white in a snarl of fear.

Thundering in on queer heavy wings, their bodies hiding the sun, were beasts that stopped his heart in cold terror.

They had changed, of course. The bat-like wings had been broadened and strengthened. They must, like the other sea-born monsters, have developed lungs.

But the size was still there! Five to ten feet in wing-spread—and behind, the thin, deadly, whip-like tails.

Rays! The queer creatures that fly bat-like under water—now thundering like giant bats through the air!

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