24 July 2013 Last updated at 03:14 BST
A group of friends snorkelling off the coast of California got closer then they expected to a pair of feeding humpback whales.
Shawn Stamback was in the water when he was surrounded by a school of small fish, attempting to evade the predators below.
The whales breached and collected a huge mouthful of fish and water, and narrowly missed the divers.
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