Some areas could see about two inches of rain - others, much more.
NewsChannel 3 checked with cities in Hampton Roads, and most are just planning to see just how much rain will fall.
First stop, Virginia Beach. Officials say storm drains should be in good shape, and because the rain is falling over several days, they're not expecting a major impact.
Jim Ralston lives off Shore Drive, which sees a lot of water at times.
“It's probably going to put some floods here and there, but I don't expect it to where we got the water going up to the door step like we did with some of the hurricanes,” says Ralston.
Our next stop was Norfolk where crews will be on standby over the weekend if the weather takes a turn for the worse. Again, they don't expect major problems because the tides aren't expected to bring water levels even higher.