Victorians are being asked to avoid road travel as emergency crews prepare for wild winds to wreak havoc across much of the state.
Damaging winds will develop from the west on Sunday morning with gusts exceeding 120km/h in alpine areas.
Melbourne will be hit hardest in the afternoon with winds up to 70km/h.
SES spokesman Stefan Delatovic says emergency crews are "braced for a busy day" and he's warned Victorians to "defer travel" if possible.
Loose items around homes - including garden furniture and trampolines - should be tied down in advance of the one-in-five years weather event.
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Authorities have also asked people not to shelter under trees or park cars near them.
Ground across much of the state is soft after widespread flooding "so we do expect to have quite a few trees coming down", Mr Delatovic told AAP on Saturday night.
The Bureau of Meteorology expects gusts will reach 120km/h across southwest and central districts during the early afternoon.
"We'll see the winds increase through the central, metropolitan and southwest districts early in the morning between 7am and 8am," senior forecaster Rod Dickson told AAP, adding conditions will worsen throughout the day until about 7pm when a cold front is scheduled to arrive in Melbourne.
The bureau is forecasting 5-15 millilitres of rain in the eastern ranges and flood-affected areas in the northeast.
That will likely mean flood warnings remain.
The Ulupna Island area in the state's north was isolated on Saturday afternoon but homes weren't expected to be inundated.
The SES had earlier asked residents and campers to evacuate after water spilled over levee banks.
Authorities expect flooding to remain a concern along the Murray River for at least a few weeks as peak flows move downstream.
Meanwhile, residents on Parfitt Road in Wangaratta have been allowed to return home after concerns about a leaking levee on the Ovens River eased.
Moderate flood warnings remain in place for a handful of rivers including the Avoca, Loddon, Ovens, King and Wimmera.
