Eric Mabius was considered for the role of Funboy. He would later play the Crow in the sequel The Crow: Salvation.

Ralph Macchio reportedly turned down the part of Marty McFly.

The plan was to cast Jeanette MacDonald and Nelson Eddy as the lovers. However, production was postponed and the roles were reassigned to Kathryn Grayson and Howard Keel.

MacDonald, long out of the film world, was still at the top of the list (along with Irene Dunne) to play the Mother Abbess.

Andie MacDowell was the first choice for the title role.

Andie's voice was dubbed by Glenn Close because Andie's southern accent wasn't thought to match her part of the English Miss Jane Porter. That only Glenn's voice was used is also a slap in the face to Glenn too.

According to her autobiography, turned down a lead part in "The Adventurers." It is not clear whether it was the part eventually played by Leigh Taylor-Young or Candice Bergan.

Ali MacGraw was original choice for the role of Evelyn Mulwray.

Director Francis Ford Coppola considered casting Ali MacGraw in the role of Kay Corleone.

Ali MacGraw wanted the role of Daisy, but didn't get it when her marriage to producer Robert Evans fell apart.

Screen-tested to play TV "Superman" George Reeves, who died under mysterious circumstances.

Had been set to play Cinderella's prince in a Rob Reiner-directed screen version of the Stephen Sondheim musical play.

Shirley MacLaine turned down the role of Alice Hyatt. She admitted regreting it.

Bob Fosse offered the role of Audrey Paris to MacLaine, who claims she gave Fosse the inspiration to make a movie about his experiences as a heart attack survivor. Some say MacLaine turned Fosse down because he couldn't meet her salary demands.

The star was contracted to play the leading role in a lavish George Cukor-directed musical version of the Broadway musical. The plug was pulled, MacLaine sued and won a huge settlement.

Shirley MacLaine dropped out of this project before filming began.

MacLaine was considered for the role of Bonnie Parker.

Shirley MacLaine turned down the lead role of Holly Golightly.

Declined the role of movie star, mother "Chris MacNeil."

MacLaine was the studio's top choice to play legendary comedienne and Ziegfeld star Fanny Brice.

According to a friend of director Chuck Walters: "His first choice for the lead role was Shirley MacLaine, but Debbie campaigned to unseat her. She and Chuck were buddies, so she played that card big time! Debbie even called Shirley directly to talk her out of accepting the role. Shirley had tons of other offers, so she graciously stepped aside. That made it possible for Debbie to play the role and garner her only nomination as Best Actress."

Great director Billy Wilder offered the role of brokendown, opportunistic screenwriter "Joe Gillis" to his "Double Indemnity" star, who turned it down.

Henry Fonda replaced Fred MacMurray on short notice.

Golden-voiced MacRae has been slated for this film, opposite Doris Day, when he asked for release from his Warner contract. Bob Cummings replaced him and required a voice double (Hal Derwin) for the singing interludes.

William H. Macy was originally cast as Marlin, but the filmmakers decided to go in a different direction.

Pitt, Liam Neeson, Tea Leoni, Martin Sheen and Madonna were reportedly attached to this 'psychological thriller' to be directed by Brian DePalma. Never got off the ground.

This project (originally called "Angie, I Says") was created with Madonna in mind for the starring role, but then scheduling conflicts arose with the filming of Dangerous Game and she was replaced by Geena Davis.

Madonna was reportedly considered to play Catwoman.

Madonna was reportedly going to play Harley Quinn, who would be the Joker's daughter rather than his lover.

Madonna was considered for the role played by Theresa Russell.

Madonnna turned down the role opposite Bruce Willis.

In the mid-1980's, after the release of Desperately Seeking Susan, Madonna was rumored to be in talks to star in a remake of Josef von Sternberg's 1930 classic.

Kevin Costner is apparently shown in Madonna's film Truth Or Dare saying it "wasn't going to work out."

Madonna was set to star, but then dropped out and was replaced by Kim Bassinger, who was famously sued for millions when SHE dropped out.

Madonna was considered for the role of Jill Layton.

Writer/director Lars Von Trier wanted Madonna to be in the lead. He wrote the film with her on his mind. He sent the script to her but didn't get any response from her. He didn't know why so he moved on.

Madonna was considered for the role of Ginger in Casino.

Was set to play "Velma Kelly" but moved on to do other projects like "The Next Best Thing" and her Drowned World tour.

Madonna turned down an offer to star.

Madonna was reportedly considered to play Frida Kahlo. Madonna is an avid collector and big fan of her work.

Madonna was considered for the role of Mary Corleone.

Auditioned unsuccessfully for a major role in director Milos Forman's movie version of the stage hit.

According to IMDB, Madonna was in the running to play the villainous role of "Velma Von Tussle."

Madonna reportedly pursued this part and even auditioned twice. Elizabeth Pena won the the role playing opposite Tim Robbins.

Madonna was attached to this project when it first announced to do the voice of Gloria the Hippo.

Streep's schedule opened up, and the director and producers jumped at the chance.

Madonna was cast as Marion Davies, but lost the role after the film was scaled down to a TV movie.

Madonna was up for the Bette Midler part they were unable to come to contract terms.

Madonna was approached to star by the director of several of her videos, but declined because of the amount of nudity the role required.

Michael Madsen turned down the role of Seth Gecko.

According to DVD extras, Michael Madsen was originally cast to play Tom Sizemore's character in the movie Heat.

According to IMDB, the part was written with Madsen in mind but Crowe ended up with the part. It is speculated that Madsen wasn't even approached for the role.

Michael Madsen was considered for the role of Mickey Knox.

The role of Vincent Vega was actually written for Madsen. Madsen played "Vic Vega" in Reservoir Dogs and it is rumored that the same character was supposed to be in Pulp Ficiton too until Madsen declined and the role was changed to "Vincent."

Michael Madsen turned down the role of Mike Horvath.

Michael Madsen was originally considered for the role of Marv.

After her sizzling role in "The Hot Spot," Virginia Madsen was supposedly the first actress to turn down Basic Instinct.

Director Joel Schumacher was interested and had Madsen audition for the film, but ultimately cast the more well-known Demi Moore.

Tobey Maguire originally bought the rights to the novel so he could star but he decided to play Spider-Man instead and the PROMOTION of Spider-Man interfered with the filming of 25th Hour.

According to the imdb, tobey was the first choice for the lead role, however he was replaced under unknown circumstances.

Maguire was considered for a role in the film.

Tobey Maguire was in talks for the role of Lt. Hart but dropped out to do Spiderman.

Maguire was considered for the lead role.

Was considered for the role of Will Turner.

Maguire was set to play rookie Jake Hoyt but was replaced by Ethan Hawke - who was apparently the director's first choice.

The popular, sexy star of TV's "Route 66" narrowly missed out on playing "Pardner."

Lee Majors (The Six Million Dollar Man) was originally cast as Joe Buck.

Coppola considered having friend Malick, director of Badlands etc, and his sister Talia Shire play characters from Conrad's Heart of Darkness but decided against adding the characters.

In 1988, producers Robert Geisler and John Roberdeau contacted Malick, hoping to interest him in doing a movie version of D.M. Thomas' novel.

This may only be a rumor, but it was reported that Malkovich & Robin Williams were both in the running to play the Riddler.

John Malkovich was originally cast in part of Emory Leeson but dropped out due to personal reasons.

John Malkovich was reportedly contacted about playing Lector if Hopkins didn't want to play the part.

Was considered for Jim Garrison.

John Malkovich was considered for the role of The Green Goblin

John Malkovich was reportedly attached at one time to play Verlaine.

Boots Mallory was another actress considered to play Scarlett O'Hara.

The Oscar-winning actress was seriously considered by Peter Bogdanovich for the role of the sexy, adulterous, wealthy wife and mother.

Jena was replaced in the role of Emily.

The great director resigned from the epic production after many disagreements, costly production delays and the illness of star Elizabeth Taylor.

Barry Manilow was reportedly considered to play Ted Striker.

Barry Manilow was one name proposed to play Che Guevara in the movie musical when Ken Russell was attached to direct.

Tested for the role of "Judy," the misunderstood teenage girlfriend.

Manson was considered for the role of Dr. Jonathan Crane (Scarecrow).

Manson wanted this part extremly badly and was apparently the director's first choice, but this could not be accomplished due to scheduling conflicts.

Manson was the first choice to play the insane Dr. Vannacutt, but due to conflicting schedules, he couldn't film the role. The director did use his remix of "Sweet Dreams" in the film.

Sophie Marceau auditioned for the part of Sophie.

Marceau had the script for a year in her office, but didn't think the role was for her.

Considered to play the monk who falls in love with the sheltered heiress.

Spurned the role of reporter "Peter Warne" in what went on to become a classic, multiple Oscar-winning hit screwball comedy.

The great Broadway actress and a star of "The Sopranos" was considered to voice the role of Ursula, the sea witch.

Julianna Margulies turned down the lead role in Anaconda.

Lisa Marie reportedly turned down the role of Kathy Winslow.

Was considered for the "Rafe McCawley."

Auditioned for a role.

Producer Samuel Goldwyn considered casting the popular team of Dean Martin and Jerry Lewis as Sky Masterson and Nathan Detroit.

Dean Martin, along with Johnny Carson were considered for the role of Jerry Langford, but turned down the part.

Was considered to play the hero on the run in Alfred Hitchcock's thriller.

Was considered by director Vincente Minnelli as a potential co-star for Barbra Streisand in the film version of the Lerner-Lane musical about reincarnation.

Dean Martin was one of the contenders for the male lead opposite Doris Day. As it turned out, the original stage lead, John Raitt, reprised his role.

According to an interview with Jon Voight, the three finalists for the role of Joe Buck were himself, Michael Sarrazin and Kiel Martin.

The great Broadway musical star was signed to play opposite Fred Astaire and Bing Crosby in what became a classic musical movie, but she had to withdraw because of pregnancy.

Walt Disney seriously considered the legendary Broadway star to play stern nanny Mary Poppins.

One of Broadway's biggest musical stars, Martin was director Elia Kazan's first choice to play the battered and deluded "Blanche" in the movie version of the great play.

Steve Martin was considered to play Willy Wonka.

John Travolta's virtual replacement for a cancelled movie by Roman Polanski in 1996. When Travolta left the set, Polanski was ready to shoot the movie with Steve Martin instead. However, co-star Isabelle Adjani stated she was only prepared to work with Travolta and left the movie too, bringing it to cancellation.

Kubrick considered Steve Martin to play Bill Harford.

Had been set to play the seductive Wolf who helps Red Riding Hood grow up in a movie version of the Stephen Sondheim musical, which was to have been directed by Rob Reiner.

Some sources say that Steve Martin was intended for the role of Del Griffiths (John Candy) but that he lobbied for the role of Neil Page.

The Italian beauty turned down the role of slave girl "Varinia."

Marvin was director John Boorman's first choice to play "Ed Gentry".

Lee Marvin turned down the role of Quint.

Director Sam Peckinpah's first choice, but Marvin's agents asked for too much money.

Turned down the role of the "Major Weldon Penderton," a tortured man hiding his homosexual desires.

Producer George Pal wanted to cast Lee Marvin as the male lead in this adaptation of H.G. Wells' novel. Marvin didn't learn of this until many years later.

Turned down the role of "Pike Bishop."

Margeret Mitchell, the author of the book, felt that Groucho would be perfect as Rhett Butler. She was ignored.

Ethel Merman's role was originally going to be a "father-in-law," and Groucho Marx was a choice to play it.

Groucho Marx was offered a role in this movie. He was tempted, but he turned it down when he learned he'd have to spend an entire winter in Rome.

Screenwriter Woody Allen wanted his childhood idol to play Dr. Fritz Fassbender.

Harpo had spent several weeks on the film version of George Bernard Shaw's play when Howard Hughes decided he was too old and replaced him with Alan Young (Wilbur on "Mr. Ed").

Jackie Mason reportedly turned down a role.

When this long-delayed project re-materialized in 1949, after coming apart in 1938, the velvet-voiced superb actor Mason was the choice to play "Charlie Allnut."

Considered as a replacement for Charles Laughton, who withdrew because he couldn't stand the climate in Ceylon.

Was scheduled to play James Bond 007 in a 1958 TV adaptation of From Russia with Love, which was ultimately never produced. Later, despite being in his 50s, Mason was a contender to play Bond in Dr. No.

James Mason was originally considered for the role of Professor Kingsfield.

Considered for the role of the beaten-down college professor "George."

Marsha Mason was originally cast as Addy (Burt Reynold's secretary) but she abandoned the film. Jane Alexander (who was cast as Caroline Howley) moved over to replace her.

After being nominated for THE GOODBYE GIRL, Marsha Mason was offered the role as NORMA RAE but declined due to personal issues/commitments with Neil Simon and his family.

The fine actor, who had won an Oscar nomination for "Star!," was set to re-team with Julie Andrews in a film version of the Broadway musical based on the great film "The Shop Around the Corner."

Christopher Masterson was considered for the role of Will Turner.

Tim Matheson (Otter from Animal House) was considered for the role of Indiana Jones.

According to an interview with Mathis, Spielberg was considering her for the role of Tinkerbell.

Matthau turned down the role of the judge - reportedly because he wanted too much money.

Walter Matthau wanted (and actually played) the part of the drunk in a bar, but only if he was credited with a fictionalised version of his real name.

Matthau wanted the part of Mike Laszlo.

For director Billy Wilder's film version of the Broadway smash, Matthau tested for the role of the middleaged husband tempted to stray with his sexy, beautiful neighbor.

Alfred Hitchcock had Matthau in mind to play a wily, sadistic spy escaped from a London prison.

Fred Astaire pleaded with RKO to cast the British great singing and dancing stage and film star opposite him but negotiations broke down.

Victor Mature auditioned for the roles of Brent and Stuart Tarleton at a time when it appeared likely that the twins would be played by a single actor, using trick photography. Eventually this was deemed impractical and the producers sought a pair of actors who could believably play brothers.

Virginia Mayo was considered for the supporting part of Mrs. Failenson, but Neal was cast. Mayo thought Neal was better in the role than she would have been.

Bette Davis begged Jack Warner to replace her with Virginia Mayo in the film that ended Davis' career at Warner Bros.

Paul Mazursky was considered to play detective Joseph Marino.

McAdams reportedly was considered to be the Bond girl.

An Elle magazine story reports that she turned down the leading role in the hit film.

Rachel McAdams was considered for the role of Susan Storm (Invisible Girl).

An Elle magazine story reports that the actress turned down the role of the sexy female spy in the movie version of the TV series.

Rachel McAdams was originally considered for the role of Tony Stark/Iron Man's love interest, Pepper Potts.

McAdams couldn't be in the movie due to a scheduling conflict.

Jenny McCarthy was considered for the role of Harley Quinn.

Jenny McCarthy reportedly was considered to play an angel.

Auditioned for the title role of Nomi.

Director Franco Zefferelli originally wanted Paul McCartney (The Beatles) for the part of Romeo. McCartney turned him down for two reasons. One, he didn't think he was good enough of an actor to take on Shakespeare and two, the Beatles were recording their classic album, "Sgt. Pepper" at the time of filming in 1967.

The future Blanche of "the Golden Girls" actually did film a scene intended for this 1979 film starring Ali MacGraw and Dean Paul Martin. However, that scene ended up on the cutting room floor.

McConaughey was considered for the role of the Jackal.

The studios wanted Matthew McConaughey for the role of Jack, but director James Cameron insisted on having Leonardo DiCaprio.

Don Adams, star of the original TV series, wanted the former star of "Will and Grace" to play agent 86.

Orson Welles filmed scenes with himself and Patty which were cut from the footage that was released in 1992.

F.J. McCormick was originally cast as the gravedigger in Laurence Olivier's film of the Shakespeare tragedy, but died shortly before filming began.

McCoy was considered for a role in King Kong.

Angered by director Josef Von Sternberg's demand for multiple takes, McCrea stormed off the set and didn't return.

The hunky, versatile leading man was originally cast in the supernatural romantic comedy, but refused to work again with Veronica Lake, his costar in "Sullivan's Travels"

Originally offered the role of the heroic, seagoing tough guy who falls and fights for Ann Darrow.

RKO was unable to secure the handsome actor for the role of Leo Vincey in their fantasy adventure spectacle from the H. Rider Haggard novel.

Originally set to play Bellatrix Lestrange, she had to drop out due to pregnancy.

McDormand was considered for the role of Louise.

According to www.imdb.com, McDowell was considered for the role of Judge Doom (NOT Eddie Valiant, for whom a large number of famous actors were considered.).

Was considered for the role of "Nick" and screen-tested with Sandy Dennis.

Reba McEntire actually accepted but then backed out of the role of the unsinkable Molly Brown due to schedule conflicts.

Paul Reiser and Kelly McGillis were originally cast as the leads in the film. Within the first week of shooting, the studio replaced them with Tom Hanks and Tawny Kitean.

Kelly McGillis (Top Gun) auditioned for the lead role.

Kelly McGillis was considered for the role of Lilian Bodine.

Patrick McGoohan turned down the role of James Bond in the first Bond film, principly because he didn't like the character, who he felt to be an unlikeable, immoral bully. Years later, he was offered the part again, but turned it down.

McGoohan turned down Dumbledore in the Harry Potter films for health reasons.

McGoohan was offered the part of Bond again in this movie (He had previously turned it down 11 years earlier for "Dr. No"), and suggested Roger Moore might be better for the part. Other than Connery, he may be the only actor to have turned down the Bond role twice.

McGoohan was offered the role of Gandalf in the Lord of the Rings.

Patrick McGoohan turned down a part in the film for moral reasons.

Elizabeth McGovern tested for the role of Mazart's wife Constanze.

Was considered for the part of Liz Garrison.

Steven Soderbergh originally wrote the role of "Ann" for her.

According to the book 'A Star is Found,' Elizabeth McGovern, who at the time was dating the director Rob Reiner, was announced as the lead.

Auditioned for the title role, but got cast instead as "Sheryl Saddon."

Auditioned for the role of "Lisa."

The studio didn't think she would be recognizable to a wide audience. Her rep notes that she was not interested in the role.

Ewan McGregor was reportedly the original choice to play Jim.

McGregor was considered for the role of Will.

When Danny Boyle was on the project, he planned to cast Ewan McGregor as Vriess.

In an earlier form of the project, McGregor was a favorite to portray Jonathan Crane/Scarecrow.

The actor and director Danny Boyle had a professional falling out over this project which McGregor has said in interviews was offered to him first.

Ewan McGregor was reportedly one of the producers' first choices, but he turned it down.

Ewan McGregor was offered the part of Neo, but turned it down.

Considered at one point for the role of Basher Tarr.

Was considered to play Will Turner.

McGuire was very strongly considered for this role, along with many other actreses, but did not win the part of Mrs. Anna.

McGuire was supposed to go to Norway to film this Ibsen classic in the late 1940's to use up some foreign money funds that producer David O. Selznik had. Those plans fell through and the film was not made.

Turned down the role of Brom because of his commitment to X-Men 3.

Ian McKellen turned down the role of Albus Dumbledore afer Richard Harris passed away. He was quoted as saying "I had enough trouble living up to one legend. Two would be too much to hope for." (referring to his role as Gandalf in Lord of the Rings)

Unable to accept Peter Jackson's offer because he was already committed to doing a play in London.

Ian McKellen was originally set to play Antonio alongside Al Pacino.

According to Lewis Gilbert at a National Theatre Interview, Virginia McKenna was asked to play Eve in North By Northwest.

Julian McMahon was considered for the role of James Bond.

Offered the role of "Amanda," she expected to begin filming but the producers decided to instead cast another actress.

A contender for the role of "Annie."

Kristy McNichol was pulled two weeks before filming though by the film's producers, who feared she might be "difficult" to work with, due to her then-ongoing bouts with manic-depression.

Steve McQueen turned down the role of Captain Willard. Reportedly the first actor to be offered the part.

Turned down the role of Bob in the influential and controversial Paul Mazursky-directed hit comedy.

McQueen was pursued to play opposite Diana Ross in THE BODYGUARD in 1977, but the project stalled and McQueen went to work on THE BOUNTY HUNTER.

McQueen was offered the role of Paul 'Fred' Varjak but had a previous commitment.

McQueen turned down the role of Julian Cook.

McQueen left the project supposedly because he could not get top billing over Paul Newman.

This movie was originally going to be an action film starring Steve McQueen. After McQueen died, his role went to Burt Reynolds and became a comedy.

Steve McQueen turned down the role of Roy Neary after being approached by Spielberg himself.

According to producers, the ideas was to create a sequel to Bullitt, but McQueen turned it down because he "did not do sequels." Subsequently, the script was retolled for Eastwood.

Considered for the role of fireman "Montag."

McQueen was considered to play Rambo.

Steve McQueen was offered the role of Detective Doyle.

Steve McQueen auditioned for the role of Tom Hagen.

McQueen was turned down for the role of Jay Gatsby.

Considered for the lead role Chief Brody.

Steve McQueen was on a list of actors considered for the role of Johnny North.

Steve McQueen was very interested but told Robert Relyea "The problem with this script is the woman has a stronger role than the man."

Steve McQueen was originally going to do the film but had to leave over disagreements with the director William Friedken, who later regretted not casting McQueen.

In 2001 David Cronenberg was out and John McTiernan in, as the director.

McTiernan was said to have been offered a chance to direct Batman Forever, but was still working on Die Hard with a Vengence.

If John Belushi would have refused the part of Bluto, Meat Loaf was going to be the next pick.

According to IMDB, Meat Loaf was offered the role.

Mei was considered for the Asian girl in Ethan Hunt's team.

Sam Mendes had shown interest in directing, but Christopher Priest (author of the novel) requested Christopher Nolan.

Merchant was cast as Mrs. Appleyard but fell ill while travelling to Australia for filming.

Burgess Meredith (the original TV Penguin) was set to play Penguin's father at the beginning of the movie, but he could not due to illness.

Ethel Merman was promised her Broadway role by director Mervyn LeRoy--who was later pressured to hire the more movie-known Rosalind Russell.

Meyer was considered to play Jay.

Jonathan Rhys Meyers screen tested for the role of Patrick Braden admitting that he was not in the right "headspace" during the audition.

Dropped out of directing the WWII-era romantic drama due to health problems.

After the success of "The First Wives Club," Midler, Keaton and Hawn were going to make another film together. The premise was about women who sell beauty products in the jungle. The film never got made.

Bette Midler was one name considered to play Eva Peron in the movie musical.

Stockard Channing replaced Bette Midler as Freddie.

In the 'Nineties, Martin Scorsese planned to star Midler in a movie about the legendary, bawdy saloonkeeper Texas Guinan.

Turned down the role of Annie Wilkes. Kathy Bates won an Oscar for the part.

Turned down the role of ambitious, ditzy would-be country star "Alberquerque".

Bette Midler turned down the role of Adrian.

Bette Midler turned down the lead role.

Writer Robert Mark Kamen was opposed to the casting choice of Toshiro Mifune as Mr. Miyagi.

Lucas originally wanted an Asian actor to play Obi-Wan Kenobi because of George Lucas's love of Akira Kurosawa movies (watch "the Hidden Fortress" to see where most of Star Wars came from), but ultimately the studio and George felt it would be a better selling point to have a well-known white actor in the role.

Terence Stamp badly wanted to do the William Wyler thriller with Miles or Julie Christie.

Auditioned for the Lara role. Robert Bolt, the screenwriter, told David Lean, "You can't hire her; she's a North Country slut." (Bolt and Miles were later married.).

Under personal contract during the '50s to master director Alfred Hitchcock, Miles was considered as a possible co-star for James Stewart in this never-made adventure thriller set in Africa.

The beautiful actress, under contract to Warner Bros. at the time, was tested and considered to play the female lead "Sue Allen" in the 3-D horror thriller remake what would go on to become one of the studio's biggest hits of the era.

Director Peter Bogdanovich seriously considered her for the role of the wealthy, sexy, adulterous wife and mother.

Alfred Hitchcock briefly considered Miles, whom he had hoped to star in "Vertigo," to play the beautiful, troubled compulsive thief.

The beautiful, talented Miles had derailed Alfred Hitchcock's plans to star her in "Vertigo," but she was still a candidate to play "Eve."

Director Alfred Hitchcock was furious to learn that Vera Miles was pregnant, forcing her to withdraw from the film that Hitchcock thought would make her a major star.

In the 40s, Columbia Pictures kept Ann Miller as a "threat" to Rita Hayworth. When Miss Hayworth got married, the film was turned over to Miss Miller, but she got married too, so it was years before it actually came to fruition.

Miss Miller had been promised the role of the campy swimming star, but MGM decided she and the film's star, Cyd Charisse, were too similar to be in the same film. Miss Miller asked out of her contract as a result.

In 1950, Miller was announced for the role of Kathy, but it was eventually played by Debbie Reynolds.

Miller was offered the role of Prince Henry but turned it down.