Two humpback whales surfaced just feet from them off the coast of Santa Cruz, California. The giants broke the surface with their mouths wide open.
Marine experts call it 'lunge feeding.' The whales drop their jaws and swim just below the surface capturing everything in their path.
The whales are part of a pod that has come unusually close to land this year. Scientists say weather conditions have brought anchovies closer to land and the whales have followed.
The spectacle has drawn huge crowds to the area hoping to spot the whales.
Earlier this week, the Coast Guard issued a warning to people to stay at least 100 yards away from the whales or face fines of $2,500.
Marine biologists worry that the large number of people crowding around the whales may disrupt their feeding and hamper their ability to migrate back to the waters off Mexico.
No one has been hurt but one sailboat has been damaged after it hit a whale.
Humpback whales can grow to the size of a bus and can weigh up to 40 tons.