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Pre-production
Director Jonathan Glazer decided to adapt Michel Faber's novel Under the Skin (2000) after finishing his debut film Sexy Beast (2000), but work did not begin until he had finished his second film, Birth (2004). Glazer's producer Jim Wilson sent him a script that closely adapted the novel; Glazer admired the script but had no interest in filming it, saying: "I knew then that I absolutely didn't want to film the book. But I still wanted to make the book a film."

Glazer and cowriter Milo Addica, later replaced by Walter Campbell, spent several years writing and rewriting the story. They initially conceived an elaborate high-budget film, and produced a script about two aliens disguised as husband-and-wife farmers. Brad Pitt was cast as the husband, but progress was slow. Glazer eventually decided to make a film that represented an alien perspective of the human world and focused only on the female character. When Campbell was brought on board he felt the book was holding Glazer back. He and Glazer deleted every scene in their script that did not involve her and removed the elaborate special effects sequences, a process Glazer likened to "a big, extravagant rock band turning into PJ Harvey." Another major change from the book is that all of the characters have names, removed for the purposes of the films. Glazer shot commercials while the film was in preproduction, which he used to "sketch" ideas and test equipment.

Gemma Arterton, Eva Green, January Jones, Abbie Cornish and Olivia Wilde were considered for the lead. In 2015, Arterton stated that she had been Glazer's first choice but the film had needed a bigger star to get funding. The role went to Scarlett Johansson, who remained committed to the project for four years before it reached completion. For the role she learnt to drive a van and mimic an English accent. Johansson was well known for her roles in blockbuster films such as the Marvel Cinematic Universe franchise. Glazer said: "It made a great deal of sense to cast somebody very well known out of context. I remember seeing her walking along the street in a pink jumper on a long lens and she looks like an exotic insect on the wrong continent." Despite her fame, Johansson was rarely recognised, as members of the public did not believe it could be her.

Under the Skin was jointly financed by Film4 Productions, the British Film Institute, Scottish Screen, Silver Reel, and FilmNation Entertainment. Glazer secured final backing after cutting the elaborate special effects scenes from the script. The crew built their own cameras to shoot some scenes.

Filming
Parts of Under the Skin were shot at Tantallon Castle in East Lothian, Scotland.

As Glazer wanted the film to feel realistic, most characters were played by non-actors; many scenes where Johansson's character picks up men were unscripted conversations with men on the street filmed with hidden cameras. Glazer said the men were "talked through what extremes they would have to go to if they agreed to take part in the film once they understood what we were doing." During the van scenes, hidden cameras were employed, placed in the dashboard, mirrors and seats, as Glazer wanted Johnasson to actually drive the van, without being recognised. Principle members of the crew, including Glazer, would sit in the back with monitors.

Championship motorcycle road racer Jeremy McWilliams was cast as the motorcyclist, as the film required a "world-class" motorcyclist who could ride through the Scottish Highlands at high speeds in bad weather. The logger was played by the owner of a location researched for the film. For the man with disfigurement, Glazer did not want to use prosthetics. To cast the role, the production team contacted the charity Changing Faces, which supports people with facial disfigurements. The role went to Adam Pearson, who has neurofibromatosis and had worked in television productions. Pearson's suggestions about how Johansson's character could lure his character were used in the script.

Post-production
To create the black room in which the character traps men, the crew built a bespoke set with a reflective floor, blackout, and custom lighting. The actors were filmed walking into a pool whose floor sank as they walked, submerging them. The scenes were finished with computer graphics.

Box office
Under the Skin premiered on 29 August 2013 at the Telluride Film Festival. It was screened at the 70th Venice International Film Festival and the 2013 Toronto International Film Festival. It was released in the United Kingdom on 14 March 2014 and the United States on 4 April 2014. Under the Skin was a box office failure grossing $2,614,251 in the United States and Canada and $4,615,682 in other countries for a worldwide total of $7,229,933, against a production budget of $13.3 million. In the United States, it opened with $140,000 in four theatres; despite earning the highest per-theatre average of all films playing that weekend, above Captain America: The Winter Soldier (which also stars Johansson). . In the United Kingdom, it opened with a gross of £239,000. According to the Guardian, the film's budget was in "the danger zone: not in the ultra-low bracket that can make a sharply executed future vision ultra-profitable ... [nor] the $30m-plus range where marketing begins to snag mass audiences."