I read all about it ahead of time (not very fond of surprises), knew the director's background, and still came out of it disturbed.
The good:
The cinematography and score were stunning. It's definitely a visual/aural movie. Because I didn't expect it to be a historically accurate retelling, I enjoyed the "fantastical" aspect of the animals/how they put them to sleep for the long voyage and the "creation story" flashbacks.
The bad:
What really ruined it for me was Noah's personality change once he was on the ark and decided what "he" thought the creator wanted to have happen. Without spoilers, let me just say that his character takes some unexpected turns that are not only not biblically based, but don't even seem to make much sense to the narrative.
Also, as with Avatar (for example), I felt as though the director was drumming it into the audience that his left wing agenda was the be all and end all (eating animals=bad, using tools/technology=bad, having domininion over animals=bad, etc, etc, etc...).
Although it's getting good scores on IMDB and Rotten Tomatoes, it's one of those rare movies where the critics scores are very high, but the general audience scores are VERY low.
Terri