Memory Spike - Server Crash

Whats up guys..

What could be the possible cause of my server basically locking up and becoming so slow apache can't serve pages and ssh takes 1 or 2 minute to log in and run commands like TOP?

I had this happen and it appears I had a ton of http processes running and the memory usage is through the roof! see attached.. also look at all the http in swread..? http error log has normal errors I need to tend to but nothing new

http://psychoutmma.com/wp-content/uploads/2010/06/crashlanding.jpg

Any troubleshooting advice? What does this look like to you?

Thanks
 
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