Damaging winds are expected to lash most of the state as a cold front sweeps across Victoria overnight.
A severe weather warning has been issued as the front sweeps through on Friday night and early Saturday.
Gusts of up to 100km/h will cross parts of the southwest on Friday, then extend over the central and Alpine areas overnight and early Saturday.
They will lash Gippsland on Saturday afternoon, with coastal and elevated areas most at risk.
Affected areas may include Warrnambool, Seymour, Maryborough, Ballarat, Geelong, Melbourne, Morwell, Traralgon, Sale, Moe, Bairnsdale, Orbost and all Alpine resorts.
Bureau of Meteorology senior forecaster Dean Stewart says there is a chance the cold air could produce hail and thunder across southern parts of the state.
Up to 30cm of snow is also expected in the Alpine areas, while up to 5mm of rain is forecast across southern areas.
Although Melbourne will have a top of 13 on Saturday, it will feel colder due to the combination of cold air and strong winds.
"For a lot of the day, the temperature will be sitting around 10 or 11 degrees, so a pretty chilly day," Mr Stewart said.
"Showers will be passing through, although between the showers we may be lucky enough to get few breaks of sunshine, so it's one of those days where we have a bit of everything in the Melbourne area tomorrow."
Winds will ease over most inland areas by late Saturday afternoon, but are likely to persist along parts of the coast.
To brace for the winds, the State Emergency Service advises people to move vehicles under cover and away from trees, secure any loose items around the home and keep clear of fallen power lines.