Originally, Timbaland planned to title his fourth studio album Shock Value III, but he announced his forthcoming album would be titled Opera Noir during his tour with Jay Z in fall 2013. In 2011 and 2012, various songs were released and purported to be on Shock Value III, including "Pass at Me" featuring Pitbull and David Guetta, "Break Ya Back" featuring Dev, and "Red Bone"  featuring Petey Pablo. It appears those songs were scrapped and will not appear on Opera Noir.
Later, when discussing the name change, Timbaland indicated that there was a reason:
This is 'New Tim.' I've done some changing. I am much more in touch with me. ... I was feeling myself a little too much. When you're from the streets, you just don’t want to get close to people. You’re in a different world that you just aren’t used to. Like, ‘I’m cool, get away from me.’ ””
In early December 2013, Timbaland confirmed he was in the mixing stage of his album.
Collaborations confirmed for Opera Noir include Jay Z, Drake, Justin Timberlake and Pharrell Williams. Other collaborations include childhood friend Missy Elliott, american singer Dev and Cuban-American singer Kat Dahlia, the former who collaborated on various tracks such as "School Bell Ring", "Done Done" and "Lay It Down". Another track featuring Elliott included "This Track Is Stoopid", but was later reworked and leaked as a snippet collaboration with Pusha T. There is no confirmation as of yet if Elliott's vocals will be kept in the song's final version.
In discussing "Sorry" featuring Keri Hilson, Timbaland talks about how the song was written as an apology to both Beyoncé and Jay Z:
Keri actually tells the story about the whole Beyoncé thing and how she was sorry about it because she wasn’t really talking about Beyoncé but other people. In my verse, I’m saying, ‘We cop the same Range, we talk to the same dames, same thangs, same lane. Now we see each other, don’t even speak. That’s fucked up. I missed your 40th and that hurt me so deep. Accept my apology, my apology, ni**a please.