7/21/12 - 22:40 - 22:53 hours - approximately 15 or more glowing objects observed by 2 witnesses over 13 minutes. No aircraft observed during sighting; lower marine layer above ocean, at perhaps 500 feet. Sighting occurred in San Clemente, CA. Both witnesses were on outside patio and noticed bizarre orange red lights ascending from ground level over ocean in an arcing path. First observation was initially of four to five lights, then another three or four, then another grouping, then another after short intervals. Lights were observed at 250 - 280 degrees looking towards the west southwest to direct west (from compass reading). The unknown lights ascended slowly in a slight arc pattern up into the marine layer. They were very bright; brighter than any star or planetary lights. There was no starlight nor planets visible at the time, due to the hovering marine layer. There were no aircraft visible during the observation. The lights disappeared upon entering the marine layer. Some of the lights separated from the upward arcing pattern and move laterally and downward into a triangular pattern. Some of the objects descended down out of the marine layer, regained their brightness and moved both laterally and horizontally. The distance of the observed lights from the observers was perhaps one to three miles. Winds were very light FROM the WNW, but the objects were slowly moving FROM South to North? Unknowns were observed through 7x50 mm Bushnell quality optic binoculars by both witnesses. Attempts to photograph with cell phone cameras were unsuccessful due to low light conditions- no videos taken. Witnesses pondered if someone was releasing large lighted balloon structures that were floating upwards in an arc. Considering the normal wind direction and the flight pattern this didn't make sense. When the pattern of the lights began to change drastically and some of the lights descended back out of the marine layer and changed direction, this balloon hypothesis made less sense. These lights were at a good distance away .. if balloons were involved, either military or civilian, it would have to be a costly project based on the high illumination. Flares are not suspected - the lights did not flicker or fade away or leave a trail normally associated with flares. These were bright continually glowing lights that only faded away upon reaching the height of the marine layer. Witnesses are male, ages 44 and 64 and both are credible and reliable. Older witness was formerly a MUFON Field Investigator up until 20 years ago and he has never witnessed sighting an unknown until this incident. Please contact me for any further info - I WOULD LIKE TO KNOW IF ANY OTHER REPORTS WERE RECEIVED OF THIS EVENT. THANK YOU