The Met Office has issued a 'danger to life' warning for parts of England and Wales ahead of a weekend deluge that could bring 60mm of rain.
Forecasters say there is a chance of further flooding, travel disruption and power cuts when about two weeks' worth of rain hits on Saturday.
Thirteen flood warnings and 41 alerts were in place across England as of Thursday morning, along with a single alert in south-west Wales.
Bands of showers could stall in some places and the Met Office warned that 15-25mm will likely fall during the day with isolated totals of 40-60mm, especially over higher ground.
Parts of England and Wales have already been hit by flooding this month.
The Met Office said: "A spell of heavy rain is expected to develop across western parts of England and Wales, becoming slow-moving in some areas.
"There is a lot of uncertainty in where the rain becomes prolonged but some locations are likely to see 15-25mm during the day with isolated totals of 40-60mm possible over higher ground in particular.
"Rain is expected to ease through the course of Saturday night."
The warning is in place from 6am to 10pm on Saturday for the following areas:
North West England: Cheshire East, Cheshire West and Chester, Greater Manchester.
South West England: Cornwall, Devon, Somerset.
Wales: Blaenau Gwent, Bridgend, Caerphilly, Cardiff, Carmarthenshire, Ceredigion, Conwy, Denbighshire, Flintshire, Gwynedd, Merthyr Tydfil, Neath Port Talbot, Newport, Pembrokeshire, Powys, Rhondda Cynon Taf, Swansea, Torfaen, Vale of Glamorgan, Wrexham.
The Met Office said there is a "small chance" that homes and businesses could be flooded, causing damage to some buildings, and said some communities become cut off by flooded roads.
There is also a "small chance" that fast flowing or deep floodwater could cause danger to life, it said.
Forecasters have also warned of possible travel disruption and delays in places hit by severe weather.
"Spray and flooding could lead to difficult driving conditions and some road closures," the Met Office said.
"There is a slight chance of power cuts and loss of other services to some homes and businesses."
Temperatures will be mild on Friday – hitting 16C in the south – with some outbreaks of rain and drizzle.
But it will be a wet and windy weekend, with the Met Office warning of coastal gales.
Met Office five-day weather forecast
Thursday
Rain, drizzle and low cloud in the south-west edging slowly north-eastwards.
A frosty start in the north with early fog patches clearing, then northern and eastern parts mostly dry with sunny spells.
Thursday night
Rain, drizzle and low cloud moving north-eastwards to affect all but the far north by Friday morning.
Milder for most.
Friday
A bright start in the far north-east, otherwise cloudy with outbreaks of rain and drizzle at times.
Feeling milder.
Saturday to Monday
Unsettled with spells of heavy rain interspersed with bright spells and showers.
Windy for many with coastal gales.
Gradually turning drier, brighter and colder from the north-west on Monday.
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