At least two passengers have been killed after the Sydney to Melbourne train derailed near Wallan.
The Country Fire Authority said the diesel locomotive and five carriages derailed near Wallan station about 8pm on Thursday.
Emergency services are at the scene and the rail lines between Melbourne and Sydney have been closed.
At least three helicopters have been deployed to a scene the CFA described as "very chaotic at this stage".
All passengers who were able to walk from the train have been taken to the Wallan McDonald's and BP station area, which is being used as a triage centre.
One person is being airlifted to Melbourne, Ambulance Victoria said.
By 9pm on Thursday, CFA said the rescue had been completed.
It is believed the two deceased were travelling in the drivers' carriage.The Australian Rail Track Corporation has been contacted for comment.