Hundreds of trees have been brought down and thousands of homes are without power as strong winds and heavy rain lash Victoria.
The SES had 387 requests for help on today, with the majority coming after a heavy front moved across Melbourne from the west in the afternoon.
Ballarat copped the worst of it, with 175 calls for help still active tonight, as wind gusted up to 120 km/h in alpine areas.
An SES spokesman said the majority of calls were for trees down, and trees down across roads.
Energy provider Powercor reported 14,055 homes without power at 8.30pm, while AusNet had 170 customers disconnected.
A run of warm days over the past week ended abruptly overnight as a deep, low-pressure system reached the state's southwest on this morning.
The Bureau of Meteorology predicted possible flash flooding on tonight going into tomorrow in the state's east.
Rain totals up to 60mm are likely across eastern and coastal parts of the Southwest district.
"Heavy rain which may lead to flash flooding is forecast to develop about West and South Gippsland during Monday morning, extending into East Gippsland by early afternoon," the BoM said this afternoon.
A severe weather warning is in place for Victoria's central and southwest, and the flood risk is expected to contract to the state's east, particularly in East Gippsland.
The SES recommended people move vehicles under cover or away from trees, secure or put away loose items around houses, yards and balconies and keep clear of fallen power lines.
For a full flood warning summary for Victoria visit bom.gov.au/warnings/flood
The State Emergency Service advises that people should:
* Move vehicles under cover or away from trees
* Secure or put away loose items around your house, yard and balcony
* Keep clear of fallen power lines
* Don't walk, ride or drive through flood water
* Keep clear of creeks and storm drains
* Be aware that in fire affected areas, rainfall run-off into waterways may contain debris such as ash, soil, trees and rocks
* Be alert that in areas recently affected by fires, heavy rainfall increases the potential for landslides and debris across roads