Squalling winds and heavy rain have given Melbourne a shake as a series of cold fronts moved across Victoria.
A chill also swept through the city and state on Saturday, ending a run of unusually warm autumn weather.
But conditions were easing in the afternoon as the fronts moved on, leaving a mess of fallen trees to clean up.
Damaging winds buffeted Melbourne throughout the day with gusts of about 100km/h recorded in some areas.
The SES received more than 500 calls for help since midnight, mostly for fallen trees and branches.
Melburnians were keen to stay indoors as the mercury dropped below 10C in parts of the city and about 10mm of rain fell.
"It's horrible," Fitzroy North music student Natasha Foxdale told AAP.
"It feels like winter is here. Time to get out the slippers."
SES crews were particularly busy with fallen trees in Melbourne's eastern suburbs and on the Mornington Peninsula.
A spokesman said more than 200 trees had come down, some damaging homes.
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A severe weather warning was issued for destructive winds across all Victorian regions.
But the winds and rain were easing on Saturday afternoon and will be gone by Sunday, the Bureau of Meteorology said.
"Today we're feeling the worst of it. The fronts all move away overnight tonight," duty forecaster Keris Arndt said.
"Cool conditions will stay with us for the rest of the week but it really is today we're feeling the brunt of it."
It comes after a run of warm weather in Victoria, with summery highs of up to 30C recorded in recent days.
In South Australia, wild weather has wreaked havoc across the state, tearing rooves off homes, bringing down trees and leaving more than 10,000 households without power.
The clean-up has inundated emergency services volunteers, with almost 200 call outs in 24 hours.
At Balhannah, a trampoline went flying right over a two-storey house, smashing roof tiles in its path.
"We're fairly exposed on the top of the hill here, so we are used to getting some strong winds. But I wasn't expecting this today," homeowner Hollie Coleman told 7 News.
At Kangarilla a pine tree crashed through a bathroom roof where, just half an hour ealier, one of the property's occupants had been in the shower.
The owner of the home, Rob Chaplain, told 7 News he initially thought the noise was a large thunder clap.
"Until my wife raced in and said, you know, the tree's invaded the roof," he said.
Trees blocked roads and came down on cars in a number of areas, including Adelaide's south and at Grange.