Residents living in Maribyrnong are slowly returning to their properties to assess the damage after floodwaters inundated homes earlier today.
Many were asked to evacuate between 4am and 5am after the Maribyrnong River began to rise rapidly after yesterday's deluge.
While many people are able to return home, some are still trapped, including a 92-year-old grandmother and her son.
LIVE UPDATES: 'Too late to leave': NSW residents trapped as flooding hits
The Yarra River also is bursting its banks, though it isn't expected to rise as high as the Maribyrnong, which has peaked at 4.18m.
Aerial shots taken this morning showed the rising waters moving up to houses in the area and surrounding suburbs, just kilometres from the Melbourne CBD, and even threatening to inundate Flemington racecourse.
Homes, shops, service stations, pubs and even stables have been subject to the deluge.
Boathouse manager Susan Kovacic said water had risen so high, it was now near the steps of the restaurant.
She said she had never seen anything like this before.
READ MORE: Melbourne residents ordered to evacuate as streets go under
"We have been keeping tabs on things and we did some sand bagging, we have moved everything away from the terrace," she 9News.
"You see flooding on TV and until you are here, it's just surreal.
"Seeing people across the road under water and we have never seen anything like this before."
Emergency services spent the day carrying out rescues of people who were stranded in their houses by the rapidly-rising river.
SES Emergency Management Commissioner Andrew Crisp said the swift rise in the Maribyrnong was due to a combination of 150mm of rain falling upstream, combined with shifting tides.
Relief centres have been opened in the area, including the Maribyrnong Community Centre, for people to head to after they've left their homes.
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Residents have said they were caught out as flood levels rise higher and faster than expected.
"We got a knock on the door about 5am this morning to get out of there," one man said.
"Didn't expect it to get this high. But it doesn't look like it's going to stop any time soon."
Another resident has described the chaotic scenes that unfolded as fast-moving, muddy floodwaters inundated the suburb.
"We were told last night it was going to peak at 6 this morning, at 2.6 metres," local Jen told 9News Melbourne.
Jen said she only had time to grab some medication, a phone charger and place some photos on tables.
Resident Mel said the experience was disorientating.
"It didn't seem real, to be honest, but the warnings seem to have been escalating," she said.
READ MORE: Aerial vision shows extent of Victoria floodwaters as multiple rivers rise
Speaking with 9News, one resident who lives one street over from the river said the water moved towards the property very quickly.
She said water completely inundated her property.
"You can see it's receding at the front of people's properties. But at the back, there's nowhere for it to go."
Maribyrnong Mayor Anthony Tran said preparations for the flooding began nearly 24 hours ago.
"I spoke to one of the SES members and they told me they rescued 12 people from one residential site and that is a substantial rescue," he said.
"For us, this is a part of our recovery and to be honest, Maribyrnong residents have been so resilient.
"They've been so co-operative and most importantly, they've been willing to show the fight that I think a lot of us have in us."
Local federal MP Bill Shorten told 9News the focus will now be on helping residents deal with damaged homes and lost belongings.
"I think the real thing will hit in the next couple of days. It's been scary. It's been shocking. But there's been exhilaration," he said.
"People are operating on adrenaline."
Shorten said it would be a difficult couple of weeks for all residents.
"When they get back into their houses tonight, people will realise the extent of the clean-up," he said.
"The mud and flood river is a beast, once it gets into your house. It stinks.
"It's hard, family heirlooms will have been damaged."
