(CNN) -- A truck carrying nearly 400 sheep tipped over while on an Australia overpass, sending the helpless animals tumbling down on shocked drivers below, CNN affiliate Network Ten reported.
The incident occurred Thursday night in Laverton North near Melbourne.
"We looked up and we could see the truck flip on its side and then the next minute, we were underneath and yeah, raining sheep doesn't happen everyday," said Kristy Davis, a witness.
Hannah Sidebottom, another witness, said the incident was a surprise.
"I saw them coming down like a mountain of, it looked like dirt but obviously wasn't, and then, there was nothing we could do they were literally on top of us," she told the affiliate.
Only one person was hospitalized, but the sheep did not fare as well. Less than 10 of them are expected to survive.
Animal welfare officials said the road was littered with dead and dying sheep.
"They were confronted with a very horrific, very distressing sight," the Royal Society for the Prevention of Cruelty to Animals said.