Bryan Singer first read Apt Pupil when he was 19 years old, and when he became a director, he wanted to adapt the novella into a film. In 1995, Singer asked his friend and screenwriter Brandon Boyce to write a spec script adapting the novella. Boyce recalled the writing process, "I thought it was a great stageplay, actually two people, pretty much in a house talking. My script was completely on spec, so, if it didn't work out, at least I'd have a writing sample." When the original option to the novella expired in 1995, Stephen King sued to get the rights back. Singer and Boyce then provided to King a first draft of their script and a copy of Singer's film The Usual Suspects (1995), which had yet to be publicly released. Impressed with Singer, King optioned the rights to the director for $1, arranging to be compensated when the film was released. Singer said of King's ultimate response to the film, despite some changes made to the source material, "Stephen loved it. He seemed to think I captured the mood of the piece." The director appreciated being able to make a Stephen King horror film but with less supernatural terror and more character-driven terror. Singer spoke of his goal: "There have been a lot of fun horror movies like Nightmare on Elm Street and Scream, and I Know What You Did Last Summer. But I miss movies like The Shining, The Exorcist, and The Innocents by Jack Clayton, so this is a movie sort of in the spirit of the real horror movie." Singer described the Apt Pupil's premise as a "study in cruelty". He prepared for the film by reading books like the 1996 history book Hitler's Willing Executioners, which confirmed his beliefs that Nazi war criminals felt "guiltless and matter-of-fact about what they did". He referred to how young Todd Bowden's interactions with Nazi war criminal Kurt Dussander start to affect him: "I liked the idea of the infectious nature of evil The notion that anybody has the capacity within them to be cruel if motivated properly is, I think, a scary concept." The director also perceived the film as not about the Holocaust, believing that the Nazi war criminal could have been replaced by one of Pol Pot's executioners or a mass murderer from Russia. "It wasn't about fascism or National Socialism. It was about cruelty and the ability to do awful deeds, to live with them and be empowered by them," Singer said. To this end, the director sought to avoid overt use of swastikas and other Nazi symbols. He was also attracted to the film as "[an] idea that the collective awfulness of this terrible thing that happened decades ago in Europe had somehow crept up across the ocean and through time, like a golem, into this beautiful Southern California suburban neighborhood". Singer turned down directing opportunities with films like The Truman Show and The Devil's Own after the success of The Usual Suspects. He instead pursued Apt Pupil: "It was a very dark subject matter, and it was something that came from passion." He acknowledged in retrospect that Apt Pupil "wasn't really supposed to be a big success". Singer was financially supported by producer Scott Rudin and the production company Spelling Films. Ian McKellen was cast as Dussander, and Brad Renfro was cast as Bowden. With $1 million paid toward pre-production, filming was scheduled to begin in June 1996. Due to financial disagreements between Singer and Rudin, the start date was pushed back and subsequently canceled. Singer and his production team stayed together while producer Don Murphy and his partner Jane Hamsher sought refinancing. Mike Medavoy, a former chairman of TriStar Pictures, rescued the production with the financial backing of his production company Phoenix Pictures. The company provided filmmakers with $14 million to produce Apt Pupil. Filming took place on location in Altadena, California. Singer related to how Todd Bowden rebelled against his suburban environment. The director used the name of his high school football team, the Pirates, and the green-and-gold team colors in the film, saying, "I just projected my own childhood right out to Southern California."

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