Millions of small dead fish have washed up on a marina in California in the USA.
The anchovies, sardines and mackerel coated the surface of the King Harbor Marina in Redondo Beach, near Los Angeles, attracting flocks of birds.
The government there is worried it will cause a big public health hazard.
It's thought the fish died due to lack of oxygen. The carcasses will now be recycled by turning them into fertiliser.