"It did seem apocalyptic it was a little bit nuts," beachgoer Tori Fenoff tells Inside Edition.
A swarm of dragonflies overwhelmed a crowded beach in Rhode Island.
It started with a few hundred dragonflies appearing to rise out of the Atlantic Ocean like a dark cloud. Seconds later, they filled the sky.
Videos beachgoers filmed captured people screaming and trying to protect themselves.
"It was beautiful and then out of nowhere, all these dragonflies appeared. The video doesn't even do it justice because there were so many," 31-year-old Tori Fenoff tells Inside Edition.
Fenoff says the invasion lasted four minutes but it seemed like forever.
"It did seem apocalyptic it was a little bit nuts," Fenoff says.
Beachgoer Helene Dombrowski filmed the scene.
"I thought it was amazing. I thought it was the most incredible thing I've ever seen, a once-in-a-lifetime event, something that I'll probably never experience again," Dombrowski tells Inside Edition.
So what caused the swarms of dragonflies?
"This is not a regular migration but it's a dispersal of large numbers of dragonflies that are responding to environmental conditions. So in their breeding habitat, they need water so if that water dried up, then they have to fly elsewhere in search of suitable habitat," wildlife biologist Ginger Brown tells Inside Edition.