With heavy winds from Hurricane Emily whipping the coast and giant tides swallowing up beaches, Risa Jones and her husband decided to pack up their two young children and head inland to get away from the storm.

Their destination: San Antonio, where Jones planned to entertain the kids at SeaWorld.

"It's just better than sitting here and doing nothing inside and hoping for the best," said Jones, 24, a lifelong resident of South Padre Island. "We just hope to come back to something."

The Joneses were among several families fleeing Hurricane Emily as its outer bands began lashing the southern tip of Texas on Tuesday. Others boarded up windows and stocked up on sandbags in anticipation of a storm that forecasters predict could drop five to 10 inches of rain on the lower Rio Grande Valley and northeastern Mexico.

Texas was not in the direct path of the storm; the hurricane's center was forecast to make landfall in northeastern Mexico sometime Wednesday, the National Hurricane Center said.

"We stress the point that it still looks like it is going to go south of us, but there is always the potential," Cameron County emergency management coordinator Todd Hushen said. "We are all praying for that turn, but we have to be cautious."

Emily first slammed into Mexico's Yucatan Peninsula early Monday with 135 mph winds, causing flooding and other damage. The storm lost strength as it crossed land but gained momentum again as it crossed the Gulf of Mexico and began to move slowly inland.

Forecasters upgraded Emily to a Category 3 hurricane with 125 mph winds Tuesday night and predicted it would reach a Category 4, the same intensity the storm had just before striking the Mexican coast Wednesday.

Emergency shelters began filling up Tuesday night, with dozens of residents bringing blankets, coolers, snack food -- even their own TVs -- to help wait out the storm.

Cindy Ruiz, 32, came to the Elma E. Barrera Elementary School in Santa Rosa, Tex., with 12 other family members, including her husband and eight children. The children worked on puzzle books while the adults watched weather reports on the TV they brought along.

"This is our first hurricane," said Ruiz, whose family moved to Texas from Iowa a few months ago. "We didn't want to take any chances with that many kids at home."

Shoppers at a Kmart in McAllen, Tex., make last-minute preparations for Hurricane Emily.