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A yellowish informing is successful spot for "potentially intense" thunderstorms successful ample parts of the state - and immoderate places could person up to 40mm of rainfall successful little than 2 hours.
The Met Office said determination could besides beryllium "frequent lightning, ample hail and beardown winds".
The alert lasts until 3am connected Sunday and covers parts of North East and North West England, the Midlands, Yorkshire, northeast Wales and the Scottish Borders.
The Met Office urged those successful the informing areas to see if their determination is astatine hazard of flash flooding and to hole accordingly.
Forecasters person said the heatwave successful parts of England and Wales provides "perfect conditions" for thunderstorms.
On Saturday, the UK had the hottest time of 2025 truthful far, with a somesthesia of 33.2C (91.7F) recorded successful Charlwood, Surrey.
Scores of obstruction passengers were evacuated aft immoderate services were halted pursuing a responsibility connected a train.
And thousands of radical watched the sunrise implicit Stonehenge successful Wiltshire to observe the summertime solstice, marking the year's longest day.
Met Office meteorologist Jonathan Vautrey said "hot and humid aerial is being dragged up" from parts of continental Europe.
"But we besides person debased unit retired successful the Atlantic, and that is driving upwind fronts crossed the UK, providing instability successful the aerial and the cleanable conditions to commencement sparking disconnected immoderate thunderstorms arsenic that blistery and humid aerial rises rapidly," helium added.
The eastbound of England, including London and the South East, could acquisition a "tropical night", though astir of the state volition spot "a batch cooler" and "a batch fresher" conditions, Met Office forecaster Dan Stroud said.
"In 1 oregon 2 spots, that could perchance beryllium a tropical night, which is wherever the overnight minimums really neglect to driblet beneath 20 degrees (centigrade)," helium added.
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Sunday volition spot a time of "sunny spells and showers" with highs of astir 27C and 28C, Mr Stroud said.
An amber heat-health alert for each regions successful England remains successful spot implicit the weekend.
The alert, issued by the UK Health Security Agency (UKHSA), has warned that important impacts are apt during the alert play crossed wellness and societal attraction services, including a emergence successful demand.
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