The Bureau of Meteorology has warned Melbourne could be in for a thunderstorm on Saturday.
The BOM says severe thunderstorms are possible across central and southern Victoria, including Melbourne and Geelong.
A band of rain is moving towards the south-east, according to the weather radar.
A milder warning for possible thunderstorms is in place across the state's south.
Melbourne is set for a cool change on Saturday, with winds set to escalate and shift south late in the afternoon.
The BOM has forecasted for possible thunderstorms and a 70% chance of showers.