Bacall was thought of for this role by director Huston.

After Bacall turned down the role of Marina Conway, Barbara Stanwyck stepped in for a reunion with her "Meet John Doe" and "Ball of Fire" co-star, Gary Cooper.

Bacall became the toast of Broadway with her performance as Stephanie and expected to do the role on film. Columbia Pictures gave the part to Ingrid Bergman, thinking she would draw bigger audiences.

Warner Brothers (with who she was under contract) refused to release her.

Bacall dropped out of playing Hollywood gossip columnist Hedda Hopper in this made for TV movie opposite Elizabeth Taylor as Louella Parsons.

Bacall turned down this role as she was not offered enough money; she later regretted it.

Lauren Bacall would have co-starred with husband Humphrey Bogart, but Bogart became ill with cancer and died before filming could begin. the movie was later filmed under a different title, "Top Secret Affair."

Bacall was put on suspension at Warner Brothers for refusing to play Elvira Kent in this musical, which is mainly remembered as the vehicle that gave Doris Day her big break.

Bogey wanted his wife Lauren Bacall in the role of Sabrina. Billy Wilder, director, said "No way!"

Bacon was considered for the role of Mick.

Kevin Bacon turned down the part that Charlie Sheen played.

Bacon was auditioned for the role of Ron Kovic.

Was Considered For The Role Of Sam Wheat.

Bacon turned down the role of David.

Bacon was originally considered for a part in this movie.

Bacon was considered for the role of Starman.

Bill Bailey auditioned for the part of Gimli the dwarf.

Bainter was the first actress considered for the role of Sabra Cravat. But Dunne was cast in the star making role instead.

Scott Baio tried out for the role of Manganelli, but was passed up.

Scott Baio confirmed on E! that he actually turned down the part of Maverick.

After turning down three films in a row, Warners punished Baker by refusing to loan her out to MGM to play Maggie The Cat.

Tom Baker was originally lined up to play movie's main villain, Hugo Drax, but when production was switched to France for tax reasons, the part went to French actor Michael Lonsdale.

Alec Baldwin was the first choice to play competing news anchor Frank Vitchard.

Alec Baldwin was considered to play Batman.

Considered again for the part of Batman.

Alec auditioned for the part of Bobby Grady.

Baldwin was the first choice to play Richard Kimble.

Was Considered For The Role Of Sam Wheat.

Baldwin was considered for the role of Vincent.

Baldwin was actually cast in the role of Henry Miller but backed out.

Was considered for Jim Garrison.

Director Chirstopher Nolan wanted Baldwin for the part, but Baldwin was not available.

Baldwin dropped out of the role. There are mixed reports as to the reason.

Baldwin was considered for the role of Dr. Curtis.

Baldwin was reportedly going to play the lead role, but dropped out suddenly and left the filmmakers looking for a replacement.

Baldwin was originally cast as PFC Herbert Hatcher but he was fired by the director Brian De Palma. Baldwin can still be seen in some crowd scenes.

Reportedly turned down the role of Jack.

William Baldwin was Turned Down For The Role Of Henry Hill.

Reportedly turned down the role of Jack.

Billy Baldwin was considered for the role of the sexy hitchhiker.

Bale auditioned to play Robin. (He would later become Batman).

Christian Bale was considered for the role of Swoff.

Was turned for the role of Will Turner.

Bale did not want to reprise the role of Patrick Bateman from American Psycho. Casper Van Dien was cast as Patrick, but the scenes were deleted.

Was considered for the role of Bryan Woodman.

Christian Bale auditioned for the role of Jack, but James Cameron didn't want two British actors playing the lead roles of two Americans.

Audrey Hepburn asked famous couterier Cristobal Balenciaga to design her costumes for this film, but he declined. She then went to Balenciaga's protege Hubert de Givenchy. Although Givenchy received no screen credit, his clothes caused a sensation.

After Ginger Rogers and Barbara Stanwyck turned down the part of a brassy showgirl who falls for a stick-in-the-mud professor, Lucy was set for the role. But Stanwyck changed her mind about the part, and Lucy was out of luck.

Lucille Ball was reportedly considered from the lead in Born Yesterday.

Lucy wanted and actively pursued the role of Daisy. But she was not in good health by the time the actual filming began. She contacted the producers (Lili and Richard Zanuck)to remove herself from consideration.

One of many actresses considered for the part of Scarlett.

Pre-TV Lucy accepted the role of Angel and then dropped out after she became pregnant with daughter Lucie.

Lucille Ball was considered for the part of Lorraine Sheldon that was ultimately played by Warner's own, Ann Sheridan.

Frank Sinatra wanted Lucille Ball to play the part of Mrs. Iselin, which eventually went to Angela Lansbury.

Recorded the lines of dialogue spoken by HAL, but director Stanley Kubrick replaced them with another recorded track.

Eric Bana was considered for the role of James Bond.

Eric Bana was considered to play Inman.

Bana was the first choice to play Xandier (Vin Diesel).

According to her autobiography, before Ellen was given the role of Alice Hyatt, Anne Bancroft was attatched to the project.

Screenwriter Evan Hunter had Anne Bancroft in mind to play the doomed schoolteacher "Annie Hayworth."

Bancroft turned down the role of Chris MacNeil (the mom) because she was pregnant.

Anne Bancroft refused Francis Ford Coppola's offer to star as the Corleone family matriarch.

Was originally set to portray 'Joan Crawford," but exited the project once she read the screenplay.

The film version of Gore Vidal's scandalous and hilarious satiric novel was supposed to mark the reunion of the star with her "Graduate" director Mike Nichols.

Anne Bancroft was considered for the role of Ratched.

Anne Bancroft was originally cast as Tea Leoni's mother.

Anne Bancroft was considered for the role of Aurora Greenway in Terms of Endearment.

Anne Bancroft originated the role of Gittel Mosca, a Greenwich Village dancer, on Broadway in 1959, and won the Tony award, but was passed over for the film.

Was considered for the role of Dracula.

Antonio Banderas was one of many names considered to play the Phantom.

Banderas was the actor most mentioned to play opposite Sharon Stone as film star Lana Turner in the movie depicting one of old Hollywood's most shocking scandals.

Bankhead was put on standby to take the lead role after Marlene Dietrich threatened to quit over a dispute with Paramount.

Bankhead was considered to play Scarlette but the producers were reluctant to hire her.

Alfred Hitchcock first had his "Lifeboat" star in mind to play a larger-than-life stage performer in his murder thriller set in London.

The flamboyant stage and screen star was strongly considered to appear opposite Bette Davis in the low-budget thriller that went on to create a box-office sensation and start a moviemaking trend.

Was offered the role when Simone Signoret withdrew and after Barbara Stanwyck passed, but was unable to be ready in time for the production.

Elizabeth Banks was considered for the role of Susan Storm (Invisible Girl).

Turned down the role of "Witwer."

The producers really wanted Brigitte Bardot for the lead role but Bardot had other contracts at the time.

According to "Sam Spiegel: The Incredible Life and Times of Hollywood's Most Iconoclastic Producer...," by Natasha Fraser-Cavassoni, Bardot turned down the role of Didi.

The director, peter Hunt, wanted Brigitte Bardot to play the part of Tracy, opposite George Lazenby. She was contracted to make Shalako with Sean Connery!

Bob Barker is said to have declined the offer to play himself until he heard he would win the fight scene with Adam Sandler.

Barkin was considered for the lead role.

Barkin was considered for the role of Jill Layton.

Ellen Barkin was first choice for the part of Susan.

Julia Barr read for the part of Vickie Thailer with Robert De Niro.

Originally slated for Raymond, Kane's butler.

Jennifer Hudson (also of American Idol 3) beat out Fantasia for a leading role in Dreamgirls, both tried out for the role.

Diana Barrymore was tested for the part of Scarlett O'Hara.

The role of Nola in the movie Celebrity was written for Drew Barrymore.

Drew was suggested for the lead role by the studio.

Drew Barrymore was actually cast as Donna Newman but had to drop out.

Drew Barrymore was offered the part of Abigail Williams.

Drew Barrymore was offered the role of Veronica Franco.

Drew Barrymore tested for the role of Cecile.

Barrymore auditioned for the role of Carol Anne Freeling.

Barrymore was reportedly offered the lead role before accepting the part of Casey Becker instead.

Drew Barrymore was offered the lead role of Nomi in Showgirls.

Originally cast as the Baron de Varville but illness required him to be replaced.

Barrymore made a screen test for a film version of his greatest stage role in 1933, but his health and memory were no longer up to the task.

Barrymore was wanted by Bette Davis to play Sheridan Whiteside, but his poor health made Warner Bros choose Monty Woolley who had played the role on Broadway.

According to Margot Peters' The House of Barrymore, Barrymore was the first choice of David O. Selznik for the role of Norman Maine. Due to his alcoholism, he was not able to be cast.

Was considered to play Dr. Meade.

Basehart was one of several actors in the running for the role of Sam Loomis.

Kim Basinger was offered the lead role.

According to Empire Magazine, Basinger was originally supposed to reprise her role as Vicki Vale in the sequel and was even included in early drafts but after major revisions she was written out.

Kim Basinger backed out of the lead role. Producers then sued her for $9 million and won for violating her contract. It was later reversed on appeal.

Kim Basinger and Alec Baldwin were supposedly considered to play the leads.

Kim Basinger was Robert Altman's first choice to play the role of Carolyn Stilton. She turned it down to look after her newborn baby.

Basinger was considered for the role of Laura.

Kim Basinger turned down the role of Annie.

Basinger was offered the lead role.

Basinger turned down the supporting role of Debra Winger's best friend, and chose intead to do a larger role in "The Man Who Loved Women."

Bassett auditioned for the role of Virginia Baker.

Angela Bassett was considered for the lead role but turned it down.

Angela Bassett was cast as Bradd Pitt's boss, but her scenes ended up being cut from the film.

Angela Bassett turned down the role of Storm.

Jason Bateman was cast as the lead but later dropped out.

Justine Bateman was reportedly considered for the lead role in Heathers.

The great and sometimes elusive actor turned down the role of "Milo Tindle."

Kathy Bates turned down the role of Julie Stiles Grandmother, as there was a breach of contract between her and producer Martin Bregmman. Bates took legal action and it resulted by winning her a payout of over $1.24 million.

The director's first choice to play Mama Morton.

Kathy Bates was past over from Directors as they thought her too frumpy, simple and too plain for the lead role of Franky, even though the part was written for Ms Bates on stage before the play was made into a film.

The little known at the time Kathy Bates was passed over to repeat her Broadway role as Jessie Cates.

Anne Baxter was originally thought of for the role of Henry Fonda's wife, Caroline Hanna, but it went to Linda Darnell.

Baxter was considered for the role of Lorelei Lee.

Anne Baxter was to play as the Fourth Wife before the screenplay by director Joseph L Mankiewicz lost one wife for brevity.

Anne was considered for the female lead.

According to a Ronald L. Davis's biography on Linda Darnell, Anne was unable to play the part of Edie Johnson due to a scheduling conflinct.

Anne withdrew from playing the part of Deborah Higgins, due to pregnancy. It would have been a reunion for Anne and her All About Eve director Joseph L. Mankiewicz.

Alfred Hitchcock was very impressed by Baxter, but feared she might be too young to be convincing in the love scenes.

Anne Baxter tested to play Bernadette.

Baxter was very seriously considered for the role of Stella by director Elia Kazan.

SIgned by director Rouben Mamoulian to play Marc Antony.

Bay City Rollers were to play the band.

Beals was offered the lead role but she turned it down to concentrate on college.

Sean Bean auditioned to play James Bond. He later played the enemy in GoldenEye.

The actor flirted with the idea of playing the Bob Fosse-like choreographer.

Beatty had expressed interest in the great role of a divorce lawyer who cheats on his beautiful wife. Beatty decided against doing the bittersweet movie much of which takes place in Venice, Italy.

Turned down the role of Bob in the controversial, sexy comedy directed by Paul Mazursky.

Warren Beatty turned down an offer to play Jack Horner.

Was considered to play real-life murderer Albert DeSalvo.

Warren Beatty was offered a role but turned it down to work with George Stevens.

When this movie musical was in it's early planning stages, Warren Beatty was proposed for the role of the bisexual gigolo, Brian.

When Cary Grant did his usual hemming and hawing about taking on the romantic suspense thriller, the equally hard-to-get Beatty was considered as a replacement.

Beatty was considered for a role in the movie.

Warren Beatty turned down the lead role.

Warren Beatty was offered the role of the homeless Jerry.

Warren was considered to play Richard Nixon in the film of the Peter Morgan play.

Warren Beatty was considered to play the part of Michael Corleone.

Beatty was a leading contender for the role of "Benjamin Braddock."

Beatty was turned down for the role of Jay Gatsby.

Beatty was the first choice to play the rich guy.

According to IMDB trivia, Warren turned down the lead in this film.

Warren Beatty was considered for the lead role of Bill but turned it down.

Master director Luchino Visconti wanted Beatty to play "Tancredi Falconeri," but the actor refused the role in the masterpiece.

Considered for the lead role of the President.

Beatty showed interest in playing Joe Buck.

Warren Beatty turned down the lead role.

Beatty was considered to play Richard Nixon.

Beatty was considered for the part of Terry Benedict.

Beatty was originally pursued for the leading role by director Joshua Logan, who left the project.

He was pursued for the part of John Mason but turned it down.

Orginally, Hackman turned the role of Royal Tenenbaums down, and Beatty was considered to play the role instead. However, Hackman later agreed to make the film.

Beatty turned down the Robert Redford role in THE STING opposite Paul Newman.

Considered for the part of Superman.

Warren Beatty turned down the role of Gordon Gekko.

The first choice to play "Hubbell" turned down the leading role.

Warren Beatty was a prime contender for the role of "Tony."

Warren Beatty originally agreed to act in this film, but eventually left the project.

Tested for the role of Mammy.

The former Posh Spice was reportedly considered to play the third angel.

Kate Beckinsale was considered for the role of Sophie.

Very much wanted and auditioned for the role of "Clementine," the female half of a couple with an erased memory.

Kate Beckinsale was considered for the lead role.

Kate Beckinsale was considered for the role of Cathy Linton.

MGM originally had Beery in mind to play the vicious martinet, "Captain Bligh."

Jason Behr, of the TV Show Roswell, was reportedly one of the actors in the running to play Superman.

Ralph Bellamy was producer Jerry Wald's first choice for the role of Bert, Mildred's first husband.

Monica Bellucci was cast to play Renata, but had to drop out to have her baby.

Monica Bellucci was originally cast as Mina Harker, but she had to leave the film due to schedule conflicts.

Monica Bellucci screen tested for the role of Paris Carver but did not receive the role.

Belushi was offered a part in the film, but turned it down - reportedly because he thought it would be too painful.

James Belushi, as well as many others who are famous for playing TV Dads, was considered for the role of Mr. Teevee.

The role of Peter Venkman (Bill Murray) was originally written for John Belushi.

Belushi reportedly signed on to be in the film, but died before the film went into production.

Aykroyd said in an interview that the Chevy Chase role in Spies Like Us had been written for John Belushi.

Annette Bening was replaced by Michelle Pfeiffer for the role of Catwoman, after becoming pregnant.

She auditioned for the role but lost it to Michelle Pfeiffer, who was more famous at the time. Director Stephen Frears liked her test and later cast her in Grifters. A little later she starred in Valmont, which tells the same story, in a role Pfeiffer had turned down.

Annette Bening dropped out due to pregnancy.

Annette Bening was originally cast in the lead role.

Dropped out due to pregnancy.

In 2000 Annette Bening was attached to star as Judy Garland in this biopic, based on the book "Rainbow's End: the Judy Garland Show" by Coyne Steven Sanders.

Saying he was 'thrilled' to be considered for a role, the singer-actor turned down the movie because, having just filmed a period musical, he didn't want to risk being 'typecast' by doding another one.

Tested for the role of Ted in the sexy and controversial hit comedy directed by Paul Mazursky.

Turned down the runaway bride role for which Claudette Colbert won an Oscar.

The relationship between RKO executives and their most volatile star grew hostile when the studio cast Katharine Hepburn as Jo, a part Bennett desperately wanted.

The popular and vivacious star screen-tested for "Scarlett."

Benny so anxiously wanted the role of Stanley Banks that he consented to a screen test for producer Pandro Berman. Later, Spencer Tracy (told MGM had put the story into production with him in mind) threatened to walk off the picture after hearing about Benny's unsuccessful test. It took Katharine Hepburn's efforts as a go-between to get Tracy back on board.

Cast as one of two famous ex-vaudevillians who can't stand each other but are being reunited for a television show, Benny died before filming could begin.

Wes Bentley got the role of Sonny but later dropped out.

Wes Bentley was cast as Lestat but had to drop out.

Was considered for the part of Jim Garrison.

Candice Bergen turned down the lead role.

Bergen auditioned for the role of Elaine in The Graduate.

Candice Bergen was considered for the role of Daisy.

Wanted the "nice girl" lead role, was initially insulted when asked to play Burt Reynolds' vapid ex-wife--but took the latter part and received an Oscar nomination.

Considered a top choice to play the cool, elegant New Englander career girl who becomes a model, "Anne Welles."

In his book "Barbra, the Way She Is", Christopher Andersen claims model Michael Bergin was considered for the role of Rose Morgan's teaching assistant, a role that was later cut.

Ingrid Bergman was the first choice for the role of Terry McKay.

Among the several actresses considered for this role by director John Huston.

Bergman was one of three major contenders for the role, but all were bypassed in favor of Eileen Heckart who was repeated her stage success.

The great star had been approached for a movie version of the Enid Bagnold play but the project fell apart because of the untimely death of its producer.

Was thought of for the role of Edith in a remake to be made in 1962. It was not made.

Ingrid Bergman was originally cast as Beatrix Emery but she persuaded the producers to switch roles with Lana Turner so she could play the barmaid Ivy Peterson.

The great Miss Bergman turned down the role of the Swedish farm girl who becomes a Congress woman. Loretta Young won an Oscar for her performance in this film.

Years before Alfred Hitchcock teamed Bergman and Cary Grant in the classic "Notorious," he thought of pairing them in a film version of John Buchan's novel. The screen rights were too expensive and problematic to obtain.

Woody Allen reportedly had Bergman in mind for Eve and offered her the part. Bergman declined, having already accepted Ingmar Bergman's invitation to star in "Autumn Sonata."

Bergman was considered for the part of Mother Mary Veronica.

The Swedish beauty and great star was considered for the "Brigid" role.

Offered the role of "Annie Sullivan" in the movie version of the hit play, according to the great star's autobiography.

Sidney Lumet wanted Ingrid Bergman for the regal, formidible role of Princess Dragimiroff. Bergman was instead interested in playing the timid Swedish nurse, Miss Olson. Her instincts were right, as she won a Best Supporting Actress Oscar for the role!.

Ingrid was considered, but had to step down because of her "off legal" relationship with italian director Roberto Rossellini, which made her unsuitable for a religious role.

Alfred Hitchcock wanted to direct Bergman in the role of a woman on trial for killing her husband. Bergman wanted to avoid doing another movie for producer David O. Selznick.

Turned down the costarring role of "Zira" in the classic version of the film with Charlton Heston.

Ingrid turned down the role of Virginia Stuart Cunningham, a woman who is committed to a state insane asylum in Anatole Litvak's drama.

Turned down the role of the beautiful slave "Varinia" in director Stanley Kubrick's epic.

When Roberto Rossellini was attached to direct this film, Ingrid Bergman was to star.

Swedish Bergman was offered the role of Irish Mary Rafferty, but declined, saying she thought the role was boring.

Bergman was also considered for the role of Martha.

Berkeley was fired from the film after the studio was unhappy about the footage he had shot with Judy Garland. Judy disliked Berkeley intensely after he had caused her collapse on the set of Girl Crazy, so why MGM hired him again to direct Garland is a mystery. Judy would also be fired from the film.

The mexican actor was said to be considered for a villain role.

Auditioned for the role of "Angel."

Comedian Sandra Bernhard was originally offered the role of Janine, played by Annie Potts.

Originally turned down the role. They came back and offered her $1Million and she finally accepted.

Halle Berry dropped out after originally accepting the lead role played by Jennifer Lopez.

Halle said in an interview that producers would not even consider her for the role, fearing that it would add an unintended racial element to the plot.

Halle Berry was also considered to play Niobe but opted to play Catwoman.

Halle Berry was considered to play Teri the older sister.

Halle Berry turned down the lead role of Annie.

Halle Berry auditioned for the role of Robin Stokes.

Halle Berry was considered for the role of Tina Turner in the movie What's Love Got to Do With It.

Director Stanley Kubrick fired the actress who had been cast as the beautiful slave "Varinia" and offered the role to Jean Simmons, who had originally turned it down -- along with many other stars.

Paul Bettany auditioned for the role of Scarecrow.

Paul Bettany had been rumored to star with wife Jennifer Connolly and Jude Law in a David Yates-directed adaptation of the Evelyn Waugh classic novel.

Bettany was considered for the role of the Joker.

Paul Bettany was reportedly considered to play Balian. Twentieth Century Fox was interested in casting Orlando Bloom.

Bettany was offered the role of Dolarhyde (The Tooth Fairy).

Richard Beymer tested unsuccessfully for the role of Buzz.

Was confirmed to play Peter Parker/Spider-Man when James Cameron was involved in the project (mid 1990's).

Biehn was reportedly considered to play the T-1000 but Cameron thought that would be too confusing for viewers to switch roles like that.

Michael Biehn was considered for the role of Cal

Michael Biehn turned down the role of Michael McManus because he was committed to Jade.

Read for the part of Angela Hayes.

Jessica Biel was an option for the part of Daisy.

Jessica tried out for the role of Claire but she was offered the part of Ellen instead.

Biggs was said to be attached for the role of Buck.

Bikel screen tested for Auric Goldfinger before the producers found the villain's perfect embodiment in German actor Gert Froebe.

Binoche chose to do the movie "Trois couleurs: Bleu" over Jurassic Park although she said she wanted to work with Spielberg.

Binoche was first choice for the role of Clare.

Binoche was reportedly considered for the role.

Binoche was considered for the lead role in the remake of "Sabrina."

Juliette Binoche turned down a role in this film.

Thora Birch was cast as Tammy Metzler, but left after the third day of shooting due to creative differences with director Alexander Payne.

Birney screen tested for the role of Oliver Barrett IV.

According to IMDB, Bjork was repeatedly approached to perform "Gollum's Song" for the film's end credits, but turned it down due to pregnancy.

Alfred Hitchcock hoped to cast the Swedish actress who had just made a big impression in a film of Strinderg's "Miss Julie."

Jack Black tried out for the supporting role of Lester Bangs.

According to Karen, Jack Nicholson took her to meet with Mike Nichols for a role in this film.

Black wanted to play the fake medium "Blanche Tyler" and had even worked out costume ideas, but Hitchcock instead wanted her for the role of the reluctant kidnapper and diamond smuggler.

According to her official website, Karen Black turned down the opportunity to co-star with James Garner in this film, a move she claims to regret.

Black says that she was offered at the same time, this movie bio and the chance to work with Alfred Hitchcock on "Family Plot." She, of course, chose to work with Hitchcock.

Blackmer and Shirley Booth both won Tonys for the Broadway production, but since neither was a film star it was decided that only one could be in the movie with a star playing opposite them. When Burt Lancaster greed to take male part, Booth was in and Blackmer was out.

In her autobiography, Blair says she was thought of for this role, which she said was sily of her to think she'd get it as McGuire was so perfect in it on stage and then screen.

Betsy Blair was cast to play the role of Old Laura Brown.

Had been set to play the sarcastic Stone sister.

Selma Blair auditioned for the role of Sidney, and was used in director Wes Craven's screen test. She also appears as Sarah Michelle Gellars friend (phone voice) in scream 2.

Selma told MTV that she would love to play Lois Lane.

Barbra Streisand offered Blake the role of Billy Rose after a script read-through, but Blake was angry at being made to audition.

Robert Blake was reportedly turned down for a role in The Godfather.

Robert Blake was the first choice to play Ratso Rizzo in Midnight Cowboy, but the part wasn't "sexy" enough for Blake so he turned it down.

Passed on the role of Angel.