A severe weather warning has been issued for parts of Victoria, while the rest of the state will see some serious rain.
For people in Mallee, South West, Wimmera and parts of Central, Northern Country and North Central Forecast Districts.
The Bureau of Meteorology predict Melbourne will have another warm day ahead - but if you want to get some sun at the beach, do it fast
After a push to 33 degrees, the sky is expected to cloud over early this afternoon, and a cool change will move through.
It's also about to get wet - with 15 millimetres of rain was predicted tonight and another 25 millimetres tomorrow.
Showers may tend to rain over parts of inland Victoria tonight. Overall totals of 25-40mm are possible for this event, with isolated higher falls of 50-80mm, particularly near thunderstorms. Conditions are expected to ease over far northwest Victoria during Thursday morning.
Tomorrow the temperature will fall, with a high of 21 degrees and a low of 16.
There's also a severe weather warning in place for parts of the Mallee, Wimmera and Southwest districts this afternoon and evening, extending into adjacent parts of the Northern Country, North Central and Central districts overnight into Thursday. Showers and thunderstorms could produce heavy rain which may lead to flash flooding.