Christina Applegate was considered to play Penny Lane.

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

Selma Blair was considered for the role of Penny Lane.

Director Cameron Crowe wanted Julie Bowen for the role of Penny, but she declined.

Lara Flynn Boyle screen tested for the role of Penny.

Was considered for a role.

Brooke Burns auditioned to play Penny.

Saffron Burrows was considered for the role of Penny Lane.

Neve Campbell auditioned to play Penny.

Toni Collette turned down the role of Penny Lane.

Jennifer Connelly was considered for the role of Penny Lane.

The striking Spanish actress who drew audiences with her breakthrough performance in OPEN YOUR EYES was in contention for the role of Penny Lane.

Claire Danes was a top contender for the role of "Penny Lane".

Cameron Diaz was considered for the role of Penny Lane.

Dunst auditioned for and almost got the role of Penny in Almost Famous.

Eliza Dushku was considered for "Penny".

Jenna Elfman auditioned to play Penny.

Jon Favreau auditioned for the role of Lester Bangs.

Anna Friel auditioned to play "Penny Lane".

One of many actresses who were considered to play "Penny" by Cameron Crowe.

Jennie Garth was considered for the role of Penny Lane.

Maggie Gyllenhaal auditioned to play Penny Lane.

Tested for the role of "Penny Lane", the band leader.

Angie Harmon auditioned to play "Penny Lane".

Met with producers to play the role of Penny Lane.

Screen tested for Cameron Crowe for the role of Penny Lane.

Natasha Henstridge was considered for the role of "Penny".

Kate Hudson was originally supposed to play William's sister, Anita, but was given the role of Penny Lane when Sarah Polley dropped out.

Milla Jovovich was considered for the role of Penny Lane.

Seriously considered for the lead role.

Kelly MacDonald was considered for the role of Penny Lane.

Screen tested for the role of Penny for Cameron Crowe.

Rose McGowan auditioned to play Penny Lane.

Bridget Moynahan auditioned for Cameron Crowe to play "Penny".

Tested for the role of Penny Lane.

Thandie Newton was considered for the role of Penny Lane.

Gwyneth Paltrow was considered for the role of Penny Lane.

The role of Russell was originally written for Brad Pitt who dropped out saying "I just don't get it enough to do it."

Had accepted the part of Penny but dropped out to do another film.

According to director Cameron Crowe, Portman auditioned for the part of Penny.

Franka Potente was considered for the role of Penny Lane.

Laura Prepon (Donna from "That 70s Show") was considered for a major role.

Lindsay Price auditioned to play Penny.

Christina Ricci auditioned to play "Penny Lane".

Rebecca Romijn wanted to play the lead.

Winona Ryder was considered to play Penny Lane.

Was a top contender for the role of Penny Lane.

Tested for the role of "Penny Lane".

One of many actresses who lobbied for the role of Penny... and lost it.

Tori Spelling was considered for the role of Penny Lane.

Was one of the top choices to play "Penny" by Cameron Crowe.

Uma Thurman was considered for the role of Penny Lane.

Liv Tyler was considered to play Penny.

Tested for the role of Penny Lane.

Rachel Weisz was considered for the role of Penny Lane.

Michelle Williams was one of many actresses who tested for Cameron Crowe to play "Penny Lane".

Peta Wilson was considered to play Penny Lane.

Elijah Wood wanted the role of Bill.

Catherine Zeta-Jones was considered for the role of Penny Lane.