The creator warns Noah (Russell Crowe) that life on earth will be extinguished in a great flood and provides instructions on how to build a large ark to save his family and a pair of each animal species at their current stage of development. Noah struggles with his mission and meets heavy resistance and attacks while receiving encouragement from his grandfather Methuselah (Anthony Hopkins). Also with Kevin Durand, Frank Langella, Mark Margolis, Nick Nolte, Jennifer Connelly, Emma Watson, Logan Lerman, Douglas Booth and Leo McHugh Carroll. Directed by Darren Aranofsky. [2:19]

SEX/NUDITY 3 - An elderly man touches his granddaughter's abdomen, her vision blurs and a high wind blows through trees around them; previously infertile, she runs to find her boyfriend in the woods where she grabs him and kisses him passionately, ripping off his tunic to reveal his bare shoulders as the scene ends (sex is implied); in a few weeks, the young woman wakes up feeling sick and we learn that she is pregnant.
► A young man and a young woman run through a forest and fall to the ground, kissing for a short time; he lifts her tunic to reveal her navel and kisses her abdomen and a faded scar (please see the Violence/Gore category for more details) whereupon she tells him to stop and he complies. A husband and his wife kiss briefly in one scene and embrace for a short time in two other scenes.
► In a long shot, a man's three sons find him naked on a beach and we see his bare back, chest, arms and shoulders; they cover him with a long robe. A woman bends forward toward the camera, revealing a little cleavage inside her loose blouse.
► A young woman's water breaks, pouring onto the floor as contraction pains begin and she screams several times, while two babies are delivered below the frame (we see baby heads covered in wet dark hair after they have been wrapped in cloth).
► A young man becomes angry when he learns that all the young women on Earth are dead, including one he particularly liked. A biblical figure states that the human species must die and if female babies are born, they must be killed in order not to bear children.
► A man says that his oldest son is blinded by his desire to have children and that a teenage brother wants a wife and children only because he is covetous. A young couple tells a young man's parents that a young woman is with child and in a later scene we see her with a swollen belly.

VIOLENCE/GORE 6 - A man with an axe hits another man in the back of the head; the victim falls off screen and we see blood dripping from the axe head. We see the shadow of a man's arm raise a large rock and smash it down on the shadow of a prone man. A scene shows sets of shadows of two men in different types of cultural attire, one slaying the other with a rock, a sword, a knife, a staff or a spear. A horde of barbarians attacks a man's father, kills him, and steals a glowing scroll (we see no blood).
► Watchers are angels of light that descended to Earth to help Adam and Eve, but were punished by the creator by 1) a layer of rocks and ashes encasing their bodies and 2) a permanent limp (they each have six arms and a few glowing spots in their rock-covered bodies): A dozen Watchers use giant clubs to smash people in two attack scenes as the Watchers stomp on and toss away men and women that rush an ark hoping to escape a flood; bodies, debris, mud, and the suggestion of severed limbs are thrown in all directions and toward the audience.
► A man suffers a bloody leg in a battle and stows away on an ark after he chops a hole in its side and falls in as scaffolding around the vessel falls away with loud crashes (we see blood seeping through white bandages as he lies on a floor and chews bloody meat from an animal that we hear he killed for food); a teen boy and the man argue until the boy agrees to bring his father down so that the man can kill the father, the man slits the throat of a large furry mammal (we see no blood) and the boy tells his father that the animals are awake and eating one another and the man rushes to find a dead animal with its entrails spread by its side, and is attacked by the stowaway; after several minutes of kicking, punching, missed knife attacks and dropped knives, the ark tilts from a large wave and the three people fall down, the stowaway raises a large rock to kill the other man until the teen boy stabs the stowaway in the back of the neck with a knife, killing him (the dead man falls on his back with blood pooling in his mouth).
► A young man falls into a pit of dead human bodies and a teen girl on the edge of the pit raises a rock to throw at him, but puts it down; it begins to rain and the couple runs until the girl steps into a leg-hold trap and falls screaming in pain; the boy tries to release her but cannot and his father grabs him away as a crowd of shouting men charges forward and tramples the girl to death (we see her body fall and go limp under the feet). An elderly man finds a single berry in the ground cover on a mountain, eats it, and smiles into a tidal wave that covers him, presumably killing him.
► A man stabs a glowing sword into the ground as a barbarian horde destroys several Watchers; the metal ignites the ground, which catches fire and burns to the horizon, killing the horde.
► An armadillo-scaled dog beast snarls and snaps as we see a spearhead that is broken off in its side; a man removes the spear after the beast dies and confronts three hunting men that he subdues with kicks and punches, stabbing one man in the leg and creating a large pool of blood.
► A woman and her mother-in-law cry when they think that the patriarch of the family will kill the younger woman's twin baby girls; he runs after the new mother with a long knife to the deck of their ark and raises the blade to stab the babies, then lowers it and kisses them instead.
► In a crowd scene men, who had been butchering meat, grab young women who scream and their mothers shout, "Not my baby!" suggesting that the girls will be sacrificed and their bodies presumably used as food.
► Many Watchers surround the rim of a deep black depression in the ground where a family is captive; one Watcher says to leave the humans to rot and the huge creatures limp away, but one Watcher later returns to help the family escape and the next day two other Watchers drag the helping Watcher away, but stop and decide to help a man build an ark.
► Men toss an animal into a crowd and the people apparently pull it apart below the frame while shouting. A man sees blood-covered ground outside a wooden fence behind which a crowd of men and women scream and shout as men butcher animals and toss pieces to the crowd to eat raw; we see a few mounds of bones and red, dripping muscle matter on tables beside knives, all lit at night by campfires and torches.
► A man says that the creator will destroy the world and he and his family leave home and come upon a burned out village on acres of charred land with dead bodies lying on the ground (we see bloody faces) and one dead man has a bloody stump; a stagnant green pool features the skeleton of a large dog-type of beast at its edge and the man and his family find a little girl with a bleeding gash in her abdomen (a woman puts salve on the wound as the girl grimaces) and a horde of barbarians charge over a ridge to attack the family and they run; the man confronts the horde, which stops in its tracks as they see a huge Watcher with glowing eyes behind him; one member of the horde gets in the man's face and growls that he is not afraid of miracles whereupon the Watcher knocks the man out and drags him away to end the scene.
► A man shouts to a crowd, "We will kill the giants, Noah and his family, and take the ark!"; a weeks-long period of rain begins as the skies darken and hordes of people are beaten away from an ark before the vessel begins to float away and the Watchers that were fighting off the crowd ascend as their rocky bodies fall away and they become light. A man places a narrow scroll around his hand, wrist, and forearm, touches twin baby girls with one finger and the finger magically glows.
► A man has three visions of blood-covered ground and flooding: underwater, he sees debris and dead men's bodies and he screams, and in the last vision, he sees animals swimming and entering the bottom of a huge wooden vessel. Four flashback scenes depict a green snake slithering toward the camera in close-up and flicking its tongue; in the fourth scene, a black snake slithers out of the green head and hisses with large fangs at the audience. Bears stand up and bellow behind a horde of barbarians who scream in fear and run; the bears pass through the area and ignore the people.
► An elderly woman has a horribly wrinkled and scarred face with her left eye socket healed over under long scratches. Several men suffer bleeding scratches in hand-to-hand battles. A man's face is bloody from battles and a teen boy's face is scratched and somewhat bloody.
► A sequence of several scenes depicts dark skies, thunder, heavy rains and lightning over many days. A funnel cloud of birds flies into an ark with loud flapping wings and enters cubicles that have perches; thousands of snakes and other reptiles that include small dinosaurs and all manner of loudly buzzing insects enter the ark and take up another room (a young man expresses concern about snakes, but is unharmed); mammals shake the ground as they approach an ark (they include bears, antelope, prehistoric giant deer, elephants, mastodons and prehistoric horse ancestors, as well as horses, big and small cats and many other species) and enter the ark, filling the ground floor and go to sleep.
► People gather in a forest clearing, build kilns and begin blacksmithing work on swords and knives.
► A man and his teen son shout and scream at each other for several minutes; the man's wife argues with him and he screams at her and later, she shouts and cries at him, then begs him not to kill his first grandchild if it is born a girl. A man argues with his teen son. A son hits his father with the end of a hooked whaling spear and knocks him down to end the scene. A man stares into a lit fireplace inside an ark, where he can hear the screams of men and women outside as they fall off a tall rocky point about to be covered in flood waters. We hear and see on a map that the descendants of Cain filled up the eastern hemisphere and destroyed it. We hear several times that men broke the world, ruining its environment, and must die as a species for punishment; fires burn in the distance and a man says that the cities are all dead. Several stories tell that many Watchers die at the hands of Cain's descendants using spears and flare-shooters that break the rocks apart as the creatures writhe in pain.

LANGUAGE 1 - 3 mild obscenities, name-calling (traitor, treacherous, mad), 9 stereotypical references to men, women, teenagers, children, mothers, fathers, biblical heroes and villains, angels, 2 religious exclamations (references to "creator").

SUBSTANCE USE - An elderly man pours a dark liquid that he calls "tea" and gives it to a male relative causing him to fall asleep and have a prophetic dream after drinking it, an elderly man says that a medicine always tastes bad, a woman picks herbs from her cooking area and muddles them before burning them and testing the smoke on a small bird that breathes it and falls asleep, several people carry burning herbs through an ark to help many animals on board sleep for several weeks. A man picks grapes before the camera cuts to a scene of him on a beach beside large urns and drinking a cup of wine (he sways and falls asleep).

DISCUSSION TOPICS - Noah, the environment, stewardship, families, having children, obeying the call to missions, sin, judgment, righteousness, justice, revenge, mercy, God as creator, provider and destroyer, angels.

MESSAGE - The creator allowed humanity a second chance to take care of Earth after failing to maintain it the first time.