A wild weather trifecta of damaging winds, heavy rainfall and flooding will smash parts of Victoria as the most significant cold front of the winter hits the state.
Wind gusts of up to 110km/h are forecast to develop over elevated areas of the Central Highlands, Kinglake and the Dandenong and Alpine Ranges.
Elsewhere, the Bureau of Meteorology says gusts of up to 90km/h are possible and would ease by Wednesday afternoon.
However, another burst of vigorous winds is expected to move across the state on Wednesday night.
Senior meteorologist Kevin Parkin said the weather "trifecta" would affect parts of the state differently, but Melbourne would not escape the winds.
He said elevated areas, across the ranges - from Kinglake through to the Dandenong Ranges to the Central Highlands - could expect high winds around midnight and residents in those areas should expect branches on the road on Wednesday morning.
While wild weather was expected, Mr Parkin said Tuesday night's conditions would not match the devastation that hit the Dandenong Ranges last year.
He said northeastern Victoria should also brace for flooding.
Victorian State Emergency Service chief operations officer Tim Wiebusch says people should prepare.
"Ensure you listen to the advice of emergency services, and secure loose items in and around your home, park your vehicle undercover, away from trees and remain indoors until the severe weather has passed," Mr Wiebusch said on Tuesday.
"As we are expecting heavy rain in parts of Victoria, it's important you never drive through floodwater.
"It does not take much for your car to become unstable, lose traction or wash away. Attempting to drive through floodwaters may be the last decision you make."
Worksafe also warned employers to secure their work sites.
"Strong winds can turn unsecured objects into dangerous projectiles, including partly completed structures, roof sheets, scaffold planks, temporary fencing, and unsecured tools," WorkSafe executive director Health and Safety Narelle Beer said.
"Loose objects must be removed or suitably secured so that they don't blow away and become a danger to workers and the general public."