The film begins by retelling the biblical story of Noah building an ark to survive a coming flood ordered by God to purge humanity of its wickedness. Noah has visions warning of the coming flood and is told by his grandfather Methuselah that he must build an ark. Noah, with the help of stone giant angels called Watchers, builds the ark and collects animal pairs. As the floodwaters rise, Noah's family and the animals escape aboard the ark as the rest of humanity perishes in the flood. After the waters recede, Noah's family disembarks and he performs a ritual blessing the next generation to begin anew.

1. THE SPOILERNOAH
The film starts by briefly retelling the beginning of the book of Genesis. In the
beginning, there was nothing. After Adam and Eve created sin, they had three sons -
of fallenunder the eyestook refugeCain, Abel, and Seth. After Cain killed Abel, he
armed stone golems. The Watchers helped Cain-giant multiangels called the Watchers,
and his descendants build civilization, but the wickedness of man spread throughout
the world. Only the descendants of Seth would be left to restore mankind.
He ishis father Lamech (Marton Csokas).) is on a hill withA young Noah (Dakota Goyo
performing a ritual with his son in which he will pass down the snakeskin of the
serpent from the Garden of Eden, as it has been passed down through previous
generations. Lamech tells Noah that everything out there in the land was given to
in (FinnCa-king Tubalthem by the Creator (God). A large crowd of men, led by the
Cain plans to turn-), come marching over. Lamech tells Noah to hide. TubalWittrock
the hill into a mine. He takes his pickax and swings it into Lamech's neck, killing
.Noah sees his father die and then runshim.
Shem (Gavin) is out with his two sonsussell CroweAs an adult, Noah (now played by R
). Ham picks up a flower from the ground, and NoahCasalegno) and Ham (Nolan Gross
goes over to tell him that they came to take only what they need, as the Creator will
provide for them. When the boys aren't looking, a drop of water falls from the sky
and hits the dirt. A flower instantly blooms in that spot. Afterwards, he sees a
wounded scaly creature running with its side pierced. Noah pulls out the spearhead
but heting it come and threaten Noah,before the creature dies. The men that were hun
his wifeLater, Noah and his sons return home tokills all three of them swiftly.
) and his baby son Japheth.Naameh (Jennifer Connelly
ggrabbinNoah has a vivid dream with flashes of the serpent shedding its skin, Eve
silhouette of Cain killing, and aTree of Knowledgefrom theforbidden fruitthe
. He catches a glimpse of the mountain of Methuselah, his grandfather. Noah thenAbel
looks at the ground. The dirt is wet with blood. He then finds himself drowning in a
sea with other dead people as he struggles to reach the surface. He awakens and walks
Naameh follows and asks Noah if he just heard from the Creator. Heoutside his tent.
replies that he did and that he plans on destroying the world.
Noah guides his family to Methuselah's mountain to speak with him. On their journey,
Everybody is dead exceptthey come across a village that has recently been attacked.
. She has a deep cut in her stomach, which Naamehsmall girl, Ila (Skylar Burke)for a
tends to. Suddenly, the men who attacked the village arrive. The family runs away,
taking Ila with them. They run through a dark area, chased by the men. This place is
inhabited by the Watchers. Naameh runs away with the children and the men are scared
It corners Noah and hits him hards from the ground.away by a Watcher that rise
enough to knock him out.
When Noah comes to, Naameh is by his side. The Watchers stand over the family as they
are in a pit. Noah sings Ila to sleep with a song that his father sang to him as a
child. Naameh tells Noah that the cut in Ila's stomach is so deep that it would leave
wants to leave them there, butThe Watcher leader Samyaza (Nick Nolte)her barren.
another watcher, Og (Frank Langella), leads the family out of there to take them to
see Methuselah. Og tells the family about the origin of the Watchers - they, in their
shining angelic forms, came to Earth to help man after Adam and Eve sinned, but
because they disobeyed the Creator, he punished the angels by encasing them in mud
and stone, forcing them to walk in their current forms. They befriended Methuselah
after he helped protect them against the tyranny of man. Through a flashback, we see
a young Methuselah engaging an army of men, sending a wave of fire toward them with
his sword to vanquish them.
The family sets up camp near the mountain. Noah takes Shem with him to find
). He speaks to Shem first, complimenting him on havingMethuselah (Anthony Hopkins
his mother's looks and then asking him what he enjoys most. He replies that he likes
berries. Methuselah then blows on the boy's head and puts him to sleep, as what he
Methuselah knows what Noah saw, and tellsand Noah are to discuss is not for boys.
him that his own father, Enoch, told him that if mankind continued down their
. He gives Noah a cup of tea withthe Creator would annihilate themdestructive path,
a seed in it. Noah has the same visions as before, only this time, as he is in the
ocean; he sees animals of each kind swimming to the surface, reaching what looks like
a wooden vessel. He takes the seed back to the campsite and places it in the earth,
.telling his sons they will build an ark
brings the other Watchers to their campsite to sendSamyazaThe next morning, the
Noah away, but within mere seconds, the spot where the seed was planted begins to
Noah says the Creator hasflow with water, before it grows into a vast forest.

2. . Samyaza becomes convinced of Noah's purposeprovided them with the wood for the ark
and he agrees to help him construct the ark with the other Watchers.
. Two doves follow the flowingen years pass as the ark is nearing completionAbout t
water across the land, and a whole flock of birds follow as they make their way to
An older Shem (now played by Douglas Booth) is chasing Ila (now played bythe ark.
through the forest. They are in a romantic relationship, but they are)Emma Watson
) watches them. IlaHam (now played by Logan Lermanboth mindful of her being barren.
knows that Ham is upset over not having someone like his older brother does. More
animals, including lizards and snakes, crawl or slither to the ark.
two girlsHam and Japheth (Leo McHugh Caroll) walk through the forest. They spot
Cain-walking, until a man lunges at Ham with a blade. The man is killed when Tubal
. He introduces himself toickax into the man(now played by Ray Winstone) swings his p
Ham and gives him the pickax, despite Ham not knowing who he is. He walks the boy
back to the site of the ark. Noah orders his son to drop the weapon and rejoin the
. The king isan that killed his fatherCain is the same m-Noah realizes Tubalfamily.
angry with Noah, thinking he is defying his rule by building the ark. He and his men
are turned away by the Watchers. As soon as they leave, even more animals arrive in
pairs.
Ila speaks to Noah in the ark, asking him if the impending deluge is to be the end of
She also tellsHe replies that it will be the beginning of something new.everything.
him that she should find his sons the right women to be with since she knows she
cannot provide Shem with a son. Noah responds that Shem still loves her and that Noah
himself has grown to love Ila despite initially thinking she would be a burden to
them. He hugs her but she still leaves in tears.
mesHe coNoah travels into the Cainite village overnight to find wives for his sons.
across a terrifying scene as the people are cannibalizing each other and trading
. They brutally slaughter an animal and throw its entrails all over thewomen for meat
place. Noah sees a feral-like person walking with a piece of meat. The man turns
around and has an image of Noah himself, looking menacing and grisly. Noah faces
as a sign of the Creatoranother vision in which fire rains down upon the village,
heThis image causes Noah to realize thatpurging mankind for their transgressions.
ly are no different from the sinners that the Creator is trying toand his fami
.eliminate
After speaking to Noah over his epiphany, Naameh goes to find Methuselah in his
mountain. She expresses her worries about her children growing alone and without
children of their own, which Methuselah says is a punishment from the Creator for the
corruption of mankind. Naameh disagrees, saying she only sees love in her children,
and that is all they want in return.
Ham runs off into the forest after arguing with Noah when he doesn't return with a
where hewife. Ila follows him. Ham stumbles into a pit of corpses in the village
). She holds her knife to him, fearingfinds a scared young girl (Madison Davenport
him to be a threat, but he assures her he is no harm when he gives her food. She
tells him her name is Na'el. Meanwhile, Ila finds Methuselah in the forest, looking
for berries after developing a craving. He recognizes her as his granddaughter,
despite never having actually met her. He passes his hand over her stomach, giving
They begin toher an intense sensation. She runs out and finds Shem looking for her.
passionately kiss and take their clothes off.
Noah looks to the sky as gray clouds form. A drop of water falls on his face,
.signifying the beginning of the flood
?Cain tries to speak to the creator, wondering why he won't communicate with-lTuba
. He shoots a flare into the sky to see if he getshim if he made men in his own image
some sort of sign. Nothing but more rain comes down. He stands before his soldiers,
announcing that they will kill Noah and take the ark.
The rain starts to pour heavily down. Ham and Na'el run to the ark, but her foot gets
caught in a trap. Ham tries to pull it off, but to no avail. Noah runs to them as the
leaving Na'el behindpulls his son out of there,Cainites stampede toward the ark. He
to get trampled to death.
The Cainites reach the ark after Noah gets his family safely inside. The Watchers
stand together to guard the ark. They throw the Cainites off them as they commence
their attack. Tubal-Cain runs to attack Samyaza, driving a sword into a spot inside
him that glows with light. Samyaza, realizing it's the end for him, asks the Creator
, sending theThe Watcher explodesCain destroys him.-for forgiveness before Tubal
king flying and breaking his leg. Samyaza's angelic form ascends back to Heaven. The
other Watchers meet similar fates. The waters then erupt from the ground, sending the
Cainites flying everywhere. Methuselah, having finally found his berry, embraces the
flood and is taken by the wave. Tubal-Cain, despite his broken leg, makes it onto the

3. The other Cainites are attacking Og, as he isside of the ark and starts to break in.
but he pulls himself apart to blow the Cainites away and tothe remaining Watcher,
allow himself to ascend. The floods push the ark off its base and push Tubal-Cain
inside the hole that he cut open. The ark floats away in the midst of the storm.
The remaining humans are left stranded on rocks, crying and screaming. Noah's family
implores him to let them inside, but he refuses. Instead, he gathers his family
. Hearound to tell them the story of the creation as he heard it from his father
begins with the fact that there was nothing, until the Creator brought about light
d the lands and the oceans, and brought forthand the planet over a few days. He forme
the creatures of the land and sea as they developed. He created Adam and Eve, who
This led to thewere led to temptation by the serpent and ate the forbidden fruit.
creation of sin throughout the ages, and it has come to this that man is to be
extinguished. Noah tells Shem and Ila that they will bury him and Naameh, and in
turn, they will be buried by Ham, who will be buried by Japheth, ending the line of
man forever. Noah apologizes to Ham for the loss of Na'el, even though her loss was a
greater sacrifice than his desires. Ham leaves feeling upset and finds Tubal-Cain.
The king bites off the head of a creature, justifying this as a means to stay alive
since he supposedly has more worth than the animals do. He manipulates the boy by
playing on his anger toward his father.
Ila wakes up feeling unwell. She goes to Naameh, and through a small procedure, they
Then the rains outside come to an end. Ila, Naameh,realize she is carrying a child.
and Shem share this news with Noah, believing that the Creator has smiled upon the
child, but Noah angrily believes this to be going against the will of the Creator. He
goes to the top of the ark and seeks guidance from the Creator, coming to the
conclusion that he must carry out his task. He tells Ila that if she gives birth to a
boy, it will replace Japheth as the last man on earth, but if she gives birth to a
girl, it must be killed upon its birth. A horrified Ila bursts into tears.
Months pass to the point where Ila appears ready to give birth. Noah still seems set
on killing the child. Naameh tearfully begs him not to hurt Ila or her child, but he
ignores her. Meanwhile, Tubal-Cain continues to use Ham in a plot to kill Noah, using
Noah's own plans to kill Ila's baby as a motive. He slashes the throat of an animal
Shem and Ila have made their own plans to leave the ark on aas part of the plan.
. Noah sees it and burns it before they leave. Momentsraft that they constructed
later, Ila starts to go into labor. Naameh tends to her while Ham calls Noah to tell
him the animals are tearing each other apart. He finds the animal that Tubal-Cain
As they fight, Ila giveskilled, right before the king jumps out to attack Noah.
ming. The second baby. However, Naameh says she has another one cobirth to a girl
comes out, and Naameh looks distressed. Shem asks what's wrong. "Sisters," she
replies. Ila cries.
, with Ham standing around uncertain of who to defend.Cain nearly kills Noah-Tubal
Cain-Tubalharm his daughters.Shem comes down to attack Noah so that he will not
hits him, saying Noah is his to kill. He reaches for his knife, but he is stopped
when the ark hits a rock, causing it to stop floating. Before the king can finish
Noah off, Ham stabs Tubal-Cain in his ribs. The king turns to the boy, gives him the
"Now you're a man." He falls to thesnakeskin he took off Noah, and says to him,
floor, dead.
Noah runs to the top of the ark to find Ila with her daughters, both crying. He is
ready to kill them, but Ila pleads with him to allow her to calm the babies down so
that they don't die crying. She sings to them the lullaby that Noah sang to her when
he met her, and the girls are peaceful. Noah holds his knife over one of the girls'
. Ila is once againher headbut he instead kissesheads, inching closer and closer,
Inoverwhelmed with emotion and breaks down. Naameh is pleased at Noah's compassion.
the sky, a dove flies by with an olive branch, signifying that there is dry land.
More time passes as the family settles down on land. Noah is by himself, away from
the family out of guilt and shame for his actions. Ham packs his things and is ready
to leave. He and his brothers find Noah lying facedown in the sand, naked. They cover
him, and Ham hands him back the snakeskin. He turns his back, and Noah begins to
weep. Ham says his goodbye to Ila, asking her to promise that they will be kinder.
Noah finds Ila by the shore, and she asks him why he spared her daughters. He tells
reator, but Ilaher that in that moment, he only felt love. He thinks he failed the C
. As she tells himsays that his act was a display of mankind's capability for good
this, we see the other animals together with their offspring, living harmoniously.
Noah returns to Naameh as she is planting something. They embrace. Later, Noah
gathers his family on a hill and performs the ritual that his father would have
performed on him with the snakeskin. He blesses his granddaughters, knowing they may
start anew in this generation.

4. sky when the Creator sends aThe film ends with a flash of light going across the
rainbow as a sign for the dawn of a new era for mankind.