Aronofsky first discussed Noah with The Guardian in April 2007, telling the paper that the figure of Noah had fascinated him since he was thirteen years old. Aronofsky explained that he saw Noah as "a dark, complicated character" who experiences "real survivor's guilt" after the flood. Aronofsky was working on early drafts of the script for Noah around the time his first attempt to make The Fountain fell through when actor Brad Pitt left the project.
Ari Handel – Aronofsky's collaborator on The Fountain, The Wrestler and Black Swan – helped Aronofsky develop the script. Before they found financial backing for Noah, they collaborated with Canadian artist Niko Henrichon to adapt the script into a graphic novel. The first volume of the graphic novel was released in the French language by Belgian publisher Le Lombard in October 2011 under the title Noé: Pour la cruauté des hommes (Noah: For the Cruelty of Men). After the creation of the graphic novel, Aronofsky struck a deal with Paramount and New Regency to produce a feature film of Noah with a budget of $130 million. Screenwriter John Logan was called in to re-draft the script alongside Aronofsky, but is not credited for his contributions.
In October 2012, Emma Watson commented on the setting of the film: "I think what Darren's going for is a sense that it could be set in any time. It could be set sort of like a thousand years in the future or a thousand years in the past. [...] You shouldn't be able to place it too much."
Liam Neeson, Liev Schreiber and Val Kilmer were also considered for the part of Tubal-cain, but Aronofsky reportedly wanted an actor "with the grit and size to be convincing as he goes head-to-head against Crowe's Noah character".
Regarding the film's extensive use of visual effects, Aronofsky said he and his crew "had to create an entire animal kingdom", using no real animals in the production but instead "slightly tweaked" versions of real creatures.Industrial Light and Magic said their work on the film represented "the most complicated rendering in the company's history".
The film will be scored by Clint Mansell, who composed the music for all of Aronofsky's previous feature films.
Producer Scott Franklin told Entertainment Weekly, "Noah is a very short section of the Bible with a lot of gaps, so we definitely had to take some creative expression in it. But I think we stayed very true to the story and didn't really deviate from the Bible, despite the six-armed angels."
"Worrisome" feedback from largely religious audiences at test screenings in October 2013 led The Hollywood Reporter to report on tensions between Aronofsky and Paramount over control of the final cut.
^"Russell Crowe gets lost on kayaking trip". BBC News. 3 September 2012. Retrieved 2012-09-03. "The coastguard officers lifted the pair and their kayaks into the boat and ferried them to Huntington Bay, 10 miles from where the pair had set out on their trip."