Heavy rain could cause flooding and travel disruption across much of south and mid Wales, forecasters have warned.
The Met Office has issued a yellow warning of rain from midnight until 09:00 GMT on Saturday.
Rain is expected to become heavy and persistent on Friday before moving east on Saturday morning.
Natural Resources Wales (NRW) had also issued dozens of flood alerts for rivers across all parts of Wales.
A number of areas could see 20-30mm (0.7-1.1in) of rain, with around 50-60 mm falling over higher ground.
The Met Office warned this could potentially cause flooding for homes and businesses and disrupt travel due to flooding and spray on roads.
The warning covers Blaenau Gwent, Bridgend, Caerphilly, Cardiff, Carmarthenshire, Ceredigion, Merthyr Tydfil, Monmouthshire, Neath Port Talbot, Newport, Powys, Rhondda Cynon Taf, Swansea and Torfaen.
⚠️🌧️👇@metoffice have announced a yellow warning for rain affecting parts of South Wales.
If you're planning to drive, be #WeatherAware and plan your journey in advance!
🔗https://t.co/oHzFn1fCwP https://t.co/SEtk91Lcv6
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