The South West was hit by torrential downpours overnight, as one river was given the highest grade flood warning and the heavy rain continues to wreak havoc.
More than three inches of rain fell over Devon, causing rivers to rise quickly and streams to break their banks.
The Environment Agency put a severe flood warning on the River Yealm, meaning there is "severe flooding" and a "danger to life".
A spokesman said: "Rivers continue to rise quickly in response to heavy overnight rainfall.
"The rain is expected to clear on Saturday morning to generally drier conditions and river levels will begin to fall.
"Scattered heavy showers are expected to continue throughout the weekend."
The warning for the River Yealm was put in place between Cornwood and Yealmpton, including Cornwood, Lee Mill and Yealmbridge, where the A379 meets the B3186.
The Environment Agency has issued 57 flood warnings and 150 flood alerts across England and Wales.
The downpours led to flooded homes, road closures and havoc on public transport.
National Rail said the heavy rain caused flooding and landslips, further dampening the spirits of passengers with delays and cancellations.
Flooding at Totnes in Devon caused CrossCountry and First Great Western services between Plymouth and Exeter St Davids, both in Devon, to be delayed by up to 60 minutes, and flooding at Sway in Hampshire caused journeys between Bournemouth in Dorset and Brockenhurst in Hampshire to be delayed by up to 60 minutes.
An obstruction on the line near Torre in Hampshire forced trains between Newton Abbot and Paignton, both Devon, to be cancelled, and replacement road transport was ordered, National Rail said.
Residents in the Leicestershire village of Sheepy Magna were evacuated from their homes after flooding.
A spokeswoman for the Red Cross said an emergency response team was helping to evacuate 13 houses.
"It is believed a number of the residents are vulnerable people. Four volunteers and one 4x4 vehicle have been deployed," she said.
The Environment Agency sent teams to Yealmpton to help the community and emergency services.
People in the local area were urged to stay in a safe place, listen to the emergency services, check the Environment Agency website, and be ready to evacuate homes or move valuable possessions to safety.
Residents were warned to stay away from dangerous flood water, and not to walk or drive through it.
Sandbags were earlier put out to increase the height of existing flood defences to help keep the river within its channel, but they were breached by the sheer volume of water.
The river reached a record high of seven and a half feet.
Pumps were deployed by the Environment Agency in Yealmpton and teams were on hand to help emergency services clear flood water from properties.
Teams also worked through the night to clear river blockages, monitor river levels and issue flood warnings.
Heavy rain will continue to affect parts of south-west England, especially in Devon and Dorset, the agency said, which could lead to the possibility of "significant disruption from river and surface water flooding".
Holidaymakers and campsites in Devon, Cornwall and Somerset were urged to keep up to date with the weather forecast and flood risk.
Fire crews in Dorset have attended more than 60 "flooding or water related incidents".
A spokesman for the Dorset Fire and Rescue Service said: "We are currently attending incidents in Bridport, Littlemoor, Maiden Newton, Bradpole, Toller Porcorum, Broadwindsor, Westham, Broadoak, Burton Bradstock, Charmouth, Southwell and Melplash.
"Fire crews are extremely busy dealing with these emergencies."
The types of incident include flooding in properties and vehicles stuck in flood water.
In Yealmpton nervous residents gathered next to the road-closed sign that shut off Torr Bridge, which had been under threat of collapse.
The fast flowing river, which burst its banks, was carrying logs and large tree branches down stream. About 40 homes and 75 residents on one side of the river have been affected, with water entering their houses.
A spokesman for Devon and Cornwall Police said some of the homes had up to five or six feet of water inside.
Following inspections the bridge was later re-opened.
Tony Stearn, whose house backs on to the river at Yealmpton, said that in 26 years he has never seen anything like today's flooding.
The 61-year-old retail business manager said: "About 7.45 this morning we had a phone call from one of our neighbours, asking if everything was ok here, we were actually still in bed and had no idea there were any problems, and they said you better have a look out your window and for the first time ever the garden was completely under water.
"We were fairly fortunate as we are actually a bit raised up here, so luckily we were within about six inches of the house actually getting flooded, but the water level was tremendously up.
"It's normally only about 18 inches deep at this time of year.
"It was all pretty worrying, we were wondering whether we were going to have to start moving the furniture upstairs.
"I could see a lot of activity on the road with the fire brigade and environment agency, etc, so I went down to see if they had any idea what time the high tide is, as we are slightly tidal here, and they offered me some sand bags, which was a great relief.
"Just opposite us on the other side of the river there is a small cul-de-sac called
and they have had it quite badly where it's gone into the houses as well."
Sergeant Mike Rose, of Devon and Cornwall Police, was co-ordinating the search and rescue activity and evacuation of residents in Yealmpton.
There were about 60 members of the emergency services in the village from fire, ambulance, police and the Dartmoor rescue group.
He said: "The river water had risen by a couple of meters beyond its normal level and there is something like 40 houses affected in the locality and about 75 people affected in those houses.
"We've made contact with all of those people in those properties, some have been evacuated and put in a local rescue centre to get shelter and refreshments and the others are choosing to stay in their homes.
"We have checked those homes, the fire service and other agencies, and we do deem them to be safe to stay there for the time being.
"The homes have been affected in several ways, some of them have got up to five or six feet of water in them, others three to four feet, but they are all two-storey houses and the occupants have moved to the upstairs and are happy to stay where they are at the moment."
Sgt Rose added there had been concerns about Torr Bridge initially but a structural engineer had checked it and declared it safe to use.
Meanwhile, a second severe flood warning has been issued in Dorset.
High Street, Mill Street, Manor Farm and The Rookery in Burton Bradstock, near the south coast, was the second of the highest grade warnings to be issued.