Hilary was nearing landfall Saturday along Mexico's Baja Peninsula bringing heavy rain, wind and rough seas.
Meanwhile, hundreds of miles north, SoCal was getting ready.
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"We're battening down the hatches," said Tanner Atkinson from Newport Beach.
RELATED: Hurricane Hilary downgraded to still-major category 2, officials say
Communities near Los Angeles are filling sandbags, preparing for Hilary, which could bring epic rainfall rarely seen in Southern California.
"I mean it's going to be a lot of rain, usually some flooding, landslides -- things like that," Atkinson said.
Evacuation warnings have been issued for mountain communities in San Bernadino County.
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Juliet Peters was cutting her family's SoCal vacation short and driving back home to Phoenix but heavy rain was making driving tough.
LIVE: Tracking Hilary's current path as it moves toward CA
"We cut the vacation short, because when we looked at the path of the storm, we saw it was tracking further east. And being from the desert, we know water and the desert are not a good mix," Peters said.
Heavy rain from a storm back in 2019 sent water rushing into Palm Springs.
It's why many Coachella Valley neighbors are getting ready with sandbags, something they've never needed.
"Everybody is pulling together and helping one another, because we think it's going to be a pretty big deal," said Denise Petty from Palm Springs.
VIDEO: Officials give update on CA's Hurricane Hilary response, preparedness efforts
Officials give update on CA's Hurricane Hilary response, preparedness efforts
Some cities are running out of sand, so people have been driving into desert open space to fill sandbags.
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Near San Diego, some stores have sold out of flashlights.
FEMA has activated its National Response Coordination Center. Officials expect flooding, landslides and power outages.
"So we encourage people to take the time to get prepared now with this unprecedented storm. People may not be sure how seriously they should take it. We're encouraging people to take this very seriously," said Senior FEMA official Marcus Coleman Jr.
Bay Area native Emily Irion is trying to get back home to San Diego after her flight was canceled on Sunday night. She was spending the weekend in the East Bay.
"We have a family friend who's driving to LA tomorrow. I might jump in the car and take the FLEX bus to San Diego," Irion said.