Ask 83-year-old Lois Clemore Topping what she remembers about March 12, 1928, and she is quick to recall the dramatic events of that night and the years of nightmares that followed.

It was sometime after midnight when a man frantically knocked on the door of her home on the banks of the Santa Clara River near Saticoy, just east of Ventura. He was warning her parents that the walls of the massive St. Francis Dam had begun to crumble, sending an avalanche of water 10 stories high toward the communities of Castaic, Piru, Fillmore, Santa Paula and Saticoy.

"It was so scary that night," said Topping, who was 8 at the time. "My sister and I were crying because we didn't understand why we were going out in the middle of the night in our nightgowns. It was very traumatic, and I had nightmares for years after."

They raced to safety in Ventura, but Topping would later learn about the devastation caused by the unleashed water. In fact, her home was swept more than a mile downstream.

The 205-foot-high dam, which was in San Francisquito Canyon near today's Six Flags Magic Mountain, was designed to create a 12-billion-gallon reservoir for Los Angeles residents. But it showed no mercy as its torrent of water headed toward the Pacific Ocean at 18 mph. People, animals, homes and cars were swept away.

When the waters finally slowed the next day, more than 450 lives had been lost and 1,200 homes destroyed, while survivors were left to mourn and piece their lives back together.

Now, as the 75th anniversary of that night approaches, the city of Santa Paula will pay tribute to the victims and honor the heroes of California's second-largest disaster, behind the 1906 earthquake and fire in San Francisco.

On March 16, a life-size sculpture titled "The Warning" will be dedicated on the corner of 10th and Santa Barbara streets next to the city's railway depot.

Organizers hope the 30 or so survivors of the disaster will be on hand.

The idea for the tribute was launched by Santa Paula Historical Society President Mary Alice Henderson six years ago.

"We knew we had to do something in time for the 75th anniversary, because if we waited until the 100th there might not have been any survivors left," Henderson said.

The steering committee for the St. Francis Dam Memorial Project included community members who had witnessed the devastation of 1928.

With $48,000 from a transportation enhancement grant and a donation from the local Rotary Club, the committee contacted Santa Paula artist Eric J. Richards about taking on the project.

Intrigued by the subject, Richards spent two years creating the hand-forged steel sculpture, which depicts two motorcycle police officers warning residents of the impending danger.

Of all the stories he researched in looking for a topic for the 3-ton sculpture, he said, the tale of the police officers racing from door to door on their motorcycles stood apart from the rest.

"It was inspiring to think of the journey they took that night," said Richards, who also teaches metal-sculpting at Nordhoff High School in Ojai. "Besides learning all about the history of what happened, one of the most enjoyable things about this project was getting to pick the subject as well as the design."

For Topping and the rest of those who either survived or witnessed the devastation, the sculpture will serve as a way of not only remembering the tragedy but educating those who know little about it.

"It made an awfully big difference in our lives," said Topping, who has been an Oak View resident since her family relocated there in November 1928. "We were shattered. I know there are people who know nothing about what happened, so this will be a way for them to learn."

Santa Paula City Manager Wally Bobkiewicz said the monument will also help with the ongoing effort to make the recently renovated railway depot and adjacent park a focal point in the community.

"It's so important to remember that there were heroes as well as victims; I think 9/11 reminded us of that," Bobkiewicz said. "This monument points to the uniqueness of Santa Paula. We really cherish the importance of our past."

Although the March 16 dedication will be somewhat somber, the city is planning a livelier event the day before. The new railway gazebo will be dedicated at 11 a.m. March 15, followed by musical acts in the gazebo.

"It will be a community affair for people to come out and have some fun," Bobkiewicz said.

Also beginning in March, a major exhibit dedicated to the St. Francis Dam disaster will be on display at the California Oil Museum in downtown Santa Paula. Hundreds of photographs, many of which have never been exhibited, will be featured. Additionally, there are geologic and engineering analyses on why the dam collapsed.