Victorians have been warned to brace themselves for damaging winds gusting up to 120km/h on Sunday.
A severe weather warning has been issued with a strong cold front bringing winds averaging 60-70km/h and peak gusts of 120Â km/h across significant parts of the state.
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Bureau of Meteorology senior forecaster Richard Carlyon said strong winds would sweep through Melbourne twice on Sunday.
"There's the morning period with northerly winds strengthening around dawn tomorrow and they'll be gusting around 90km/h in the Melbourne area," he said.
"There'll be some easing off around the middle part of the day and then as a cold front comes through later in the day we're likely to see squally westerly winds move in and we might have some squalls late tomorrow afternoon in to the evening of around 90-100km/h.
"So, it's really the morning and later in the day that Melbourne's at risk from these damaging winds."
Victoria State Emergency Service commander David Baker urged people travelling over the Melbourne Cup long weekend to be careful and monitor local conditions.
"The forecast weather system may cause difficulties for tourists and campers," he said.
"Flash flooding in some areas is a possibility so people may need to consider their local situation carefully.Â
"It's extremely important that people take extra care when travelling on the roads – especially when driving in unfamiliar areas.
"Remember to never drive, walk, swim or play in floodwater."
Gusts up to 120km/h are forecast for the northeast alpine and Grampians peaks, with possible showers and thunderstorms.
Other affected areas will include Horsham, Warrnambool, Maryborough, Ballarat, Geelong and Traralgon.