Aaliyah was considered to play Alex but they thought she was too young.

She was to play the lead role to a version of the script E. Lynn Harris wrote.

Aaliyah was considered for the part of Maggie but it conflicted with scheduling for Romeo Must Die.

Aaliyah was orginaly cast for the role of Honey.

Aaliyah was the first choice to play Valerie but she was already committed to play the lead in Queen of the Damned.

Aaliyah was signed on to play the role of Zee but was killed in a plane crash.

Aaliyah was set to play Zee.

Aaliyah was considered for the the voice of Leah which eventually went to Brandy Norwood.

Paula Abdul reportedly auditioned for the role that eventually went to Halle Berry.

In his DVD commentary writer/director Paul Mazursky says F Murray Abraham read for the part of Charlie.

Adams was originally Smith's choice for the role of Bethany, but in order to get the movie made, he had to make some consessions, and one of them was that Adams wouldn't play the lead role.

Adams was later set to play Serendipity, but Harvey Weinstein told her it probably wasn't a good idea for her to be in the film since she and Kevin Smith has just broken up.

Was originally set to star as Olga. She filmed some scenes, but was eventually dropped and the role was recast.

Ryan Adams (rock star) says he was asked to play the role of Georgia, but told the director he was too busy being a rock star.

Adjani was to co-star with John Travolta in an adaptation of Dostoyevky's novel directed by Roman Polanski. When preproduction was over and the shooting was about to begin, Travolta left the project. Polanski was ready to keep on, with Steve Martin as Travolta's replacement, but Adjani stated she was unprepared for such a change and left the project too. It was the final straw and the movie was cancelled.

Was among the top actors director Gus Van Sant talked to about starring in the love story between to ranch hands.

Ben Affleck was reportedly considered for the role of Jimmy Braddock.

Affleck was orginaly set to play Coach Don Haskins but turned it down.

Affleck originally considered playing the role of Patrick Kenzie but decided to focus all of his energies on directing the film instead.

Affleck auditioned for the part of Les Anderson (Corey Haim).

In Spring 2005, several sources reported that Ben Affleck was in talks to costar as McClane's son in Live Free or Die Hard.

One of several actors attached at some point, because the film was in development for over 10 years.

Affleck wanted to play the small role of a talk show host, but because of Armageddon, he couldn't do the role.

Christina Aguilera was reportedly considered for the role of Mimi.

When Warner Bros' first choice Robert Donat did not show up for the first day of shooting, the studio scrambled and wanted Aherne to do the film. Aherne turned the role that made Flynn a legend.

Danny Aiello was in a restaurant scene that was cut from the film.

According to Oliver Stone's commentary, Danny Aiello was his 1st choice to play Jack Ruby.

Liam Aiken was turned down for the role of Harry Potter.

Aiken turned down the role of Cole Sear. Haley Joel Osment earned an Oscar nod for the role.

Alba was orginally set to play the role of Katarin but dropped out because she felt the film was too brutal.

The sexy "Dark Angel" star is said to have auditioned for the role of Elektra which ultimately went to Jennifer Garner.

Jessica Alba auditioned for a part in the Faculty. Assumed to be the Jordana Brewster character, but that wasn’t stated. There she met Robert Rodriguez, and that lead to her getting an audition for the part of Nancy in Sin City. Which she got.

Mentioned as one of the young beauties considered for the movie.

The Tony winning Broadway soprano was considered for both leading female roles.

Alan Alda played the stuffy author Felix on Broadway in the play by Bill Manhoff, but was not cast in the film.

When Meryl Streep was attached to the project, Aleandro was slated to play her mother. When Streep bowed out and Tracy Ullmann stepped in, the the role of the mother went to Joan Plowright.

Original cast member Jane Alexander was replaced by Betty Buckley for unknown reasons.

Joe Pendleton was originality a boxer and Warren Beatty offered the role to Muhammad Ali. When Ali refused Beatty changed it to a quarterback and played the role himself.

Before being cast in Raiders of the Lost Ark, Allen had auditioned to play Princess Leia.

Tim Allen was originally cast in the title role but it conflicted with "The Santa Clause 2."

Tim Allen, along with many others who are famous for playing TV dads, was considered for the role of Mr. Teevee.

According to IMDB, Kubrick thought about casting Woody Allen as Victor Ziegler.

Screenwriter Larry Gelbart imagined Woody Allen as the young leading man of what became a big hit film.

Originally meant to star with Will Smith in the Farrelly bros. comedy about conjoined twins.

June wanted to play Lillian Roth, the singer who fought a battle with alcoholism, when Charles Walters was attached to direct. MGM chose Susan Hayward instead. Walters eventually left the project and was replaced by Daniel Mann.

Allyson was originally cast in this movie, but became pregnant and was replaced by Judy Garland.

MGM would not let Allyson do this film because she was under their contract.

Fell pregnant and was replaced by Judy Garland, who was replaced by Jane Powell.

Considered but eventually termed "too old" to play newcomer "Kathy Selden."

June was considered for the role of Jane Falbury.

Allyson was thought of for the leading lady role in this Bob Hope comedy.

Was offered the role of Eve but her husband (Dick Powell) did not think she was right for the part.

According to imdb, Alonso was considered for the role of Eva Peron in Evita.

Altman worked for some time on a screen adaptation of Kurt Vonnegut's famed novel that was to have been produced by Dino De Laurentiis. Several decades later (1999), another director -- an Altman associate -- made the film.

Robert Altman was due to direct this project about a truck contest in small town Texas, but died before filming began.

Altman planned to direct a screenplay by Jeffrey Lewis, about New York's art scene, to star Salma Hayek and James Franco. Production was scheduled for 2003, but the film was never made.

Had worked on adapting the book and screenplay but, through a business deal, he lost out on directing what became one of the defining movies of the 'Sixties.

Altman was originally scheduled to film version of E.L. Doctorow's great novel.

Suzy Amis auditioned for the part of Buttercup.

Amos was considered for the role of Rita.

Tori Amos auditioned for the role of Beverly but didn't get the role; she was later offered the role of Beverly's keyboardist but had to turn it down.

Gillian Anderson turned down the role of Bethany Sloane. Linda Fiorentino took the part.

Anderson was considered to play Clarice after Jodie Foster declined.

Judith Anderson and Lillian Gish were the first choices to play the eccentric, emotionally disturbed sisters of the main character, Ida Lupino.

According to the New York Times, Hitchcock said that he was considering hiring Judith Anderson to play Mother, in order to hide the film's plot twists during production.

Pamela Anderson originally had the lead but decided to leave the film. The production company sued her but lost the case.

Andress turned down the lead role in One Million Years B.C.

Andrews was the original choice for the role of Tommy Doyle as he originated it in the first 'Halloween' installment but producers could not get in touch with him as he did not have an agent at the time.

Andrews initially agreed to co-star with Joan Crawford, then tried to decline after reading the script, but his lawyer advised him to stay on.

The British character actor was considered for the Quatermass role.

Julie Andrews was reportedly considered for the role of Mrs. Potts.

Julie Andrews had starred in the original broadway production, but declined the cameo role offered to her.

Decided against doing the movie version of the Lerner and Loewe Broadway musical.

Turned down the role of "Truly Scrumptious."

Julie was considered to replace Kim Novak when she left the production after an injury.

Was considered for the much sought-after role of the matchmaker and meddler Dolly Levi.

Was not sufficiently interested in playing the lovely, singing schoolteacher of the mythical kingdom of Shangri-La in this remake of the Frank Capra 1937 classic.

Julie Andrews had starred in the Broadway version, but was not as bankable as Audrey was for the film version.

Turned down the title role of the highly idiosyncratic school teacher.

One of the two projects quickly dropped after the box office failure of Andrews' movie "Star!"

One of the two projects quickly dropped after the box office failure of Andrews' movie "Star!"

Julie Andrews was reportedly considered for the role of the blind character Suzy Hendrix.

Tested for the role of "I," and later played small roles in Hitchcock's "Suspicion" and "Lifeboat."

Angeli was considered for the part of Rima, but producers switched to Hepburn.

Aniston was considered to play Samantha.

Jennifer Aniston was considered for the role of Terry Carmichael.

Both she and Jim Carrey chose not to do a sequel to the hit comedy "Bruce Almighty."

Cher and Jennifer Aniston were set to star in the Breakers, which eventually became Heartbreakers, starring Sigourney Weaver and Jennifer Love Hewitt.

Was considered for the role of "Dawn Campbell."

Jennifer Aniston reportedly had expressed interest in the role of Daniel Pearl's widow, Mariane.

Considered for the role of Bonnie Parker.

Turned the title role of sexy, gun-slinging desperado in a film that later turned out to be a smash hit.

Auditioned several times for a role she wanted badly, that of "Irene Malloy," milliner.

The star filmed scenes playing the wife of Peter Fonda, but they were cut from the release print because director Steven Soderbergh felt that the creepiness of Fonda's character had been established already.

Ann-Margret tested for the part that eventually went to Mary Tyler Moore.

Director Richard Donner approached Ann-Marget to play "Eve Tessmacher," but negotiations broke down over salary.

Lost the knockout role of fragile country superstar "Barbara Jean" because of a salary issue.

At a point when Spike Lee was attached to direct RENT he reportedly considered singer Marc Anthony for the role of Roger.

John Aprea auditioned for the role of Michael Corleone. He was later cast as Tessio in the Godfather II.

Auditioned to play "Lois Lane."

Asia Argento told an Italian newspaper that producers called her for a casting, but she was busy directing another project.

Arkin was fired from his role as the judge.

Arkin as originally cast as Saul Bloom but had to pull out of the project for personal reasons.

In his DVD commentary writer/director Paul Mazursky says Alan Arkin was the second choice for Saul, after Anthony Hopkins declined.

Curtis Armstrong auditioned for the role of Bernie played by Jim Belushi.

Louis Armstrong was supposed to voice Scat Cat, but he dropped out at the last moment.

Arnaz was offered the lead (then opposite Alice Faye) but felt he wasn't a good enough actor yet to accept the part.

Lucie Arnaz was the original choice for Rizzo but lost out to Stockard Channing.

Lucille Ball wanted real-life daughter Lucie Arnaz to play her daughter in this film.

First choice for evil Judge Purvis.

Arnold was considered for a role in the film.

Tom Arnold was considered for the part of Larry Flynt.

David Arquette auditioned for the role of Billy, but decided he liked the role of Dewey more.

Producers wanted Patricia Arquette to play Amber Waves.

Patricia Arquette was considered to play Dorothy.

Patricia Arquette won the part of Tralala, but had to drop out due to pregnancy.

Patricia Arquette was considered for the part of Althea Flynt.

Arquette tested for the role of Jill Layton.

Was up for the role of "Annie."

Directors Ron Clements and John Musker had the actress in mind to voice the sea witch, Ursula, in the Disney animated classic.

Arthur was offered a part in this movie version of playwright Moss Hart's autobiography. But she declined it.

Many fine actresses wanted this role, but only a few were offered it. One was Jean Arthur and she declined it so she could be in the play Born Yesterday.

Studio boss Harry Cohn pushed for major star Jean Arthur instead of relative newcomer Judy Holliday.

Arthur wanted the role of Lorna Moone and was supposed to play it, but the director wanted another actress in the part.

The brilliant star screen-tested for the role of "Scarlett O'Hara."

Howard Hawks got a big 'turn down' from the superb Jean Arthur when he offered her the role of the motor-mouthed newspaper reporter.

The one-of-kind star was director Frank Capra's first choice to play "Mary Hatch Bailey."

Turned down director Frank Capra's offer to her to play the lovely, ageless heroine of Shangri-La, "Sondra."

Arthur wanted to make this movie in 1962, in the title role as a British charwoman. It was to be directed by George Stevens and Arthur bought the screenrights, but then sold them and the movie was not made at the time. It was made 30 years later as a tv movie.

Jean Arthur was one of many actresses who rejected the role of Apple Annie.

Jean Arthur was considered to replace the deceased Harlow in "Saratoga", but a new format was developed.

The original stars were to be Arthur and Cary Grant, with Frank Capra as director, but Arthur declined and the property was re-cast with a new director attached.

The great director nearly helmed the film version of the stage musical sensation, but personal difficulties intervened.

One of the director's dream projects, from the great novel by Richard Brautigan, was a horror fantasy set in the Old West.

After developing the film for years with Dustin Hoffman, he ended up not directing.

Elizabeth Ashley was offered the chance to recreate her Broadway role. She decided against it at the urging of husband George Peppard, who didn't want to be married to a working actress.

Elizabeth Ashley fought for the lead role when the property was still known as "Cross My Heart and Hope to Die." (Title later changed)

The gifted Ashley was considered for "Maria."

He played a lawyer that read the last will, but it was edited out.

Was considered for the role of Dracula.

The great star was sought as one of four major attractions in Stanley Donen's MGM musical after "Singin' In the Rain."

Considered a candidate to play chimney sweep Bert.

Astaire was the studio's first choice to play the legendary entertainer/dancer/playwright/songwriter George M. Cohan.

Astbury (lead singer of the Cult and Riders On the Storm) reportedly turned down the role becuase he didn't like how the screenplay portrayed Jim Morrison.

Sean Astin is said to have auditioned for the part of 'Chris Chambers' in Stand By Me.

Mary Astor was proposed to play Bette Davis' younger sister Evelyn. Davis thought Astor too old, though Astor was only 2 years older in real life.

Considered to play Millie, as a re-teaming with the Great Lie co-star Bette Davis. But Jack Warner thought Miriam Hopkins was a better choice.

Mary Astor was originally cast in the role of Helen Dallas, Stella's mother, as a loan out from Columbia Pictures.

Had been set to play "Ren MacCormack."

Variety reported that Atkins was originally cast - when David Fincher was still attached to direct.

Richard Attenborough was considered for the role of Grandpa Joe.

Richard Attenborough is said to have lobbied for the role of Dumbledore.

Stephen Speilberg had wanted Richard Attenborough to play Tootles.

Director Alfred Hitchcock considered the young French actress Auber, who appeared in his "To Catch a Thief", as a possibility to play the offbeat young mother and ex-wife of "Harry."

Frankie Avalon was considered to play the role of Johnny Fontane.

Akroyd was reportedly the studio's choice to star but John Landis refused.

Dan Aykroyd was the original choice to play stage manager Garth Holliday.

Dan Aykroyd turned down the role of D-Day due to a prior commitment. The role was reportedly written with him in mind.

Akroyd bowed out of the film, and was replaced with Jeff Goldblum. Ironically, the character of Nick was written as a "Jeff Goldblum type".

Auditioned to play comedian Andy Kaufman.

The masterful French singer-songwriter was among the stars considered by director Francois Truffaut to star in the movie version of Ray Bradbury's futuristic novel.