Heavy overnight rain caused major problems in Gloucestershire on Monday with many roads under water, schools closed and train services cancelled.
Many roads were impassable and were closed by police
One lane of the M5 southbound was closed due to flooding between junctions 11a and 12 near Gloucester.
Train services north of Gloucester and Stagecoach bus services were also badly affected.
Some 50 children had to be rescued after their bus became stranded in deep water in Lydney.
Nine schools, including St Mary's Junior School in Prestbury and Finlay Community School, Gloucester, were closed.
Bishops Cleeve, Prestbury, the A46 through Shurdington and the Gloucester south-west bypass were all badly flooded.
Jim Onions, from Gloucestershire Fire and Rescue Service, said they had attended more than 500 calls since 0400 BST.
Fire crews in Tewkesbury were mobilised to rescue 40 sheep stuck in a river.
And the service rescued 70 dogs in Cheltenham Road East in Gloucester, pumping out the Leisure At Cheltenham sports centre and evacuating part of Old Bath Road.
Flood water also breached cellars in shops and homes across Cheltenham.
Residents who own sandbags are being urged by the fire brigade to use them as the water table is expected to rise.
A spokesman for the sports centre said: "The lake near the centre just overfilled and all the excess water swept into outdoor sports pitches.
Cheltenham and Gloucester were badly affected
"The cricket hall looked like it was under a foot of water this morning."
Gloucestershire Police were called to 177 weather-related incidents between midnight and 1000 BST.
Officers attended several crashes on the M5 and have helped rescue motorists trapped in cars in Cheltenham and Gloucester.
The floodwater is expected to subside with clear weather forecast later but police are issuing warnings in case of future flooding.
Insp Charlie Laporte said: "In times of severe weather conditions we would advise the public not to make any unnecessary journeys and to stay indoors.
"However if you do need to go out then allow extra time for your journey and try and be aware of roads that have been affected by floodwater."