Conditions will start to turn wet and blustery, especially across the north and north west of the UK, before the gales hit on Thursday.
Forecasters are expecting the storm – the third named of the year – to bring gusts of up to 80mph in northern Scotland.
A yellow “be aware” weather warning is in place for the region, which runs from 8am on Thursday until just before midnight.
Met Office meteorologist Marco Petagna said: “Wednesday will see the last of the mild days, with temperatures in double figures, between 10 and 12C.
“Overnight, the main feature will be the increase in wind as Caroline starts to come in towards the end of the night.
“At the moment we have a yellow weather warning in place, but it could be upgraded to amber.”
Road, rail, air and ferry services may be affected, while a loss of power in some areas is also possible. Coastal routes, seafronts and coastal communities are likely to be affected by spray or large waves.
Meanwhile, dozens of workers are being removed from a North Sea platform due to safety fears over weather conditions caused by Storm Caroline. CNR International said a total of 69 of the 159 staff on Ninian South, about 240 miles from Aberdeen, would be leaving the structure as a precaution.
Snow and falling temperatures are also forecast for parts of Britain later in the week. A yellow snow and ice warning is in place for Friday for Scotland, Northern Ireland, western England and Wales. Between 2-5cm of snow is likely for some parts of the country and up to 20cm is possible on higher ground.
Strong northwest winds could bring blizzard conditions and icy surfaces are expected. The snow and ice warning remains in place until 6pm on Saturday.
The wind chill factor will make it feel like it’s not above freezing – though London is expected to muster a brave 5-6C as an Arctic maritime airmass sinks over the country from Friday.