The star decided against playing the only daughter of a wealthy industrialist in this MGM film.

Shirley Temple was announced for this movie but ultimately not cast.

Director John Singleton envisioned Tupac in the leading role when writing it.

Playwright Tennessee Williams' first choice to play the childish bride in Elia Kazan's bold film version.

The popular French actor was widely announced as the lead in the sci-fi thriller based on the cyber punk novel "Babylon Babies."

Was considered for the role of Rick Gassko.

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.

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.

Was considered for the role of Rick Gassko.

The producers originally wanted Jim Carrey to play Rodney's history professor, but decided against it for they felt he was too young.

According to the DVD special features, Crispin Glover auditioned for the role of Marty McFly before being cast as George (Marty's father).

Jeff Goldblum was considered for the lead role of Doc Brown.

Melora Hardin (from TV's The Office) was cast as Jennifer Parker, but was replaced when Eric Stoltz was fired and replaced with Michael J. Fox. She was considered to be too tall to be Marty McFly's girlfriend.

C Thomas Howell was considered for the lead role of Marty McFly.

Lithgow was consdiered for the role of Doc Brown.

Ralph Macchio reportedly turned down the part of Marty McFly.

Eric Stoltz was actually hired to play Marty McFly in Back to the Future, and was replaced later with Michael J Fox.

Johnny Depp was reportedly slated to get the part that went to William Baldwin, but he turned it down.

Val Kilmer turned down the lead role.

Pitt was reportedly considered for the lead role.

According to Empire magazine, Quaid turned down the role that eventually went to Kurt Russell.

Bad Boys was originally conceived of as a starring vehicle for Dana Carvey and Jon Lovitz.

Bad Boys was originally conceived of as a starring vehicle for Jon Lovitz and Dana Carvey.

During pre-production the writer-director had Mickey Rourke and Nick Nolte in mind for the two main characters.

Bacon was considered for the role of Mick.

Cruise was considered for the role of Mick.

Gloria Grahame rejected the role of Julie in this B movie.

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

Was originally going to play the lead in 'Bad Santa' but had to drop out because of conflict of schedule in shooting 'Lost in Translation'.

Nicholson considered the film, but turned it down because he was already committed to Something's Gotta Give.

Davis had expressed interest in playing Christine Penmark, the mother who suspects that her perfect little daughter is a ruthless killer, but director Mervyn LeRoy insisted on casting Nancy Kelly who had originated the role on stage.

Turned down the chance to make the film version of Maxwell Anderson's hit Broadway play about a monstrous little girl and her mother.

Sissy Spacek is said to have originally been the top choice for the role of Milena.

She reportedly didn't like the script enough to do it.

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.

Rogers dropped out after being cast by director Howard Hawks and Stanwyck ran away with the part and the movie.

Did the voice of "Steele," but the recordings were thrown out and someone else's voice was used.

Val Kilmer was initially considered for a prominent role but backed out due to scheduling conflicts.

Pacino was cast to play the doomed baseball catcher, Bruce Pearson, but he left the role for "the Godfather". Copolla suggested DiNiro as a replacement.

This movie was originally intended for Gaynor, but starred the more box office friendly Stanwyck.

The stunning-looking actress won the title role, but decided to instead return to her native Italy.

According to imdb, Raquel Welch turned down the lead role in Barbarella.

Linda was seeing director Joseph Mankiewicz, but she ended their relationship when he would not cast her as the title character.

The part of Maria Vargas was supposedly written for (and inspired by the life of) Hayworth. She was offered the role and declined.

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.

First attempt to re-team Garland with Easter Parade co-star Fred Astaire. Garland was fired because of absences due to illness.

Temple was thought of for this movie, but her mother thought Wallace Beery was too much of a scene stealer and so Shirley did not make this movie.

The prestige role of invalid poetess Elizabeth Barrett Browning was one Joan Crawford wanted but lost when Norma Shearer was cast.

Power was thought of for the role of Robert Browning when it was to have co-starred he and Deborah Kerr.

Publishing magnate William Randolph Hearst wanted MGM to cast his protegee as Elizabeth Barrett Browning. After MGM refused and assigned Norma Shearer to the role, Hearst retaliated by banning Shearer's name from the pages of his newspapers.

Grace Kelly was considered to play poetess Elizabeth Barrett Browning.

Kubrick was told that in order to get funding from Warner's, he had to cast one of the "top 10" current actors. Ryan O'Neal, coming off the success of Love Story, was #2. Redford was #4. Kubrick wisely chose Redford, but Redford turned down the role in preference for George Roy Hill's unremarkable the Great Waldo Pepper. Ryan O'Neal did get the role of Barry Lyndon. Kubrick was reportedly pacing the set his first day on camera, saying, "OMG, he really can't act!"

Oskar Werner (from Jules and Jim fame) was cast as Prussian Captain Potzdorf. He was fired after three weeks of shooting.

Barkin was considered for the lead role.

Kim Basinger was offered the lead role.

Geena Davis was considered to play the lead role of Catherine Tramell.

Foster was considered for the role of Catherine Tramell.

Melanie Griffith was considered for the role of Carherine Tramell.

Hemingway auditioned for the lead role.

Kelly Lynch turned down the lead role.

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

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

According to her biography, Demi Moore turned down the lead role.

Michelle Pfeiffer turned down the lead role of Catherine in Basic Instinct.

Julia Roberts turned down the female lead in Basic Instinct. The role went to Sharon Stone.

Supposedly was offered the lead role but turned it down.

Greta Scacchi turned down the lead role.

Emma Thompson turned down the lead role.

Peter Weller was considered for the role of Nick Curran.

Bratt was considered to play Andrew Glass. Supposedly the producer's first choice.

Brosnan turned down the role of the psychiatrist in Basic Instinct 2: Risk Addiction.

After Paul Verhoeven passed on directing, David Cronenberg was attached in 2000.

Turned down a starring offer.

Robert Downey Jr. was cast as Andrew Glass but lost the role because of legal trouble.

Passed on doing the movie.

The producers were not convinced that Everett would be convincing opposite Sharon Stone.

Bruce Greenwood was considered to play Andrew Glass.

Before Sharon Stone agreed to reprise the role, Judd was considered for the role of Catherine Trammell.

Jude Law was in the running for the role of Andrew Glass.

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

Before Sharon Stone agreed to reprise the role, Demi was considered for the role of Catherine Trammell.

Turned down the offer to co-star in the movie.

Vincent Perez was considered for the part of Dr Andrew Glass.

Kurt Russell turned down the role of Andrew Glass because of the nudity required.

In 2003, Lee Tamahori was in talks to direct this film.

This project was delayed several times with many choices over the years: Matt Dillon, Eric Stoltz, Anthony Michael Hall, and then River Phoenix. Unfortunately, River passed away and the part was finally given to Leonardo DiCaprio.

Famke Janssen was signed on for the role of Elizabeth Bathory but was replaced by Anna Friel.

Alec Baldwin was considered to play Batman.

Bowie was considered for the role of Joker.

Pierce Brosnan was considered to play Batman.

Tim Curry was originally considered to play the Joker.

Dafoe was considered to play the role of the Joker according to IMDB.

Joe Dante had expressed great interest in directing the Batman movie.

Mel Gibson was the first choice to play Batman, but he was already committed to Lethal Weapon 2.

After Jack Nicholson, the next two actors in line for the Joker were reportedly Ray Liotta and John Glover.

William Holden was considered for the role of Commissioner Gordon in the seminal stages of the project.

Kevin Kline was considered to play Batman.

Martin Landau was offered the role of Carl Grissom.

There are many rumors that Liotta was considered to play either the Joker or Dent

Lithgow was considered for the role of Joker.

Bill Murray was considered to play Batman.

In the project's seminal phases during the early 1980s, David Niven was considered for the role of Alfred the Butler.

Tim Burton reportedly wanted Pfeiffer to play Vicki Vale.

At one point, Robin was written into the original movie and was offered to a relatively unknown actor named Ricky Reed.

Charlie Sheen was considered to play Batman.

Stone auditioned to play Vicky Vale.

Adam West wanted to play Batman but was turned down.

Robin Williams was considered for the role of The Joker and again later for The Riddler.

Woods was considered to play the Joker.

Sean Young was originally cast as Vicki Vale, but dropped out aftering breaking her collarbone in a horse riding scene with Keaton.

Duchovny tried out for the role of Batman to replace Val Kilmer.

Hulk Hogan was reportedly director Joel Schumacher's third choice to play Mr. Freeze.

Anthony Hopkins was reportedly considered for the role of Mr. Freeze.

Val Kilmer declined to return due to creative differences with Joel Schumacher.

Matt LeBlanc was reportedly considered for the role of Batman.

Considered for Poison Ivy before it was offered to Uma Thurman.

Julia was in the running for the role of Poison Ivy.

Sylvester Stallone was the second choice for Mr. Freeze.

Stewart was considered for the role of Mr. Freeze.

Considered for Poison Ivy before it was offered to Uma Thurman.

Director Orson Welles seriously considered making a Batman movie in 1946, for which the studio wanted Gregory Peck to play Bruce Wayne.

Was the first choice of director Darren Aronofky to play James Gordon in the doomed project. (film was never made)

Paul Bettany auditioned for the role of Scarecrow.

David Boreanaz turned down the part of Batman

Cavill was considered for the role of Batman.

Chris Cooper was considered for the role of James Gordon.

Billy Crudup was considered to play Batman.

John Cusack was offered the role of Batman.

Hugh Dancy was considered for the role of Batman.

Day-Lewis was considered for the role Batman.

Duchovny was supposedly considered to play Batman.

Eccleston was reportedly close to signing on as Jonathan Crane/Scarecrow.

Fishburne was considered to play Lucious Fox.

Jake Gyllenhaal was runner up to play Batman if Christian Bale could not do it.

Josh Hartnett was considered to play Batman (as well as Superman in the potential Batman vs. Superman film).

Anthony Hopkins turned down the role of Alfred.

Jackson was considered to play Batman.

Ashton Kutcher was turned down for the role of Batman.

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

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

Viggo Mortensen was offered the role of Ducard/Ra's Al Ghul.

Murphy tried out for the role of Batman but failed to win the role. However, director Christopher Nolan was so impressed with his audition that he later went out of his way to persuade Murphy into accepting the role of the Scarecrow.

Pearce was turned down for the role of Batman.

Quaid was considered for the role of James Gordon.

Kurt Russell was considered for the role of James Gordon.

Considered again for the part of Batman.

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

Joel Schumacher wanted Bullock for a role in Batman Forever.

Dean Cain was considered to play Batman but producers felt he may be too well known as Superman (from Lois & Clark TV series).

Damon was reportedly considered for the role of Robin.

Screen tested for the part of Robin.

Brad Dourif was considered to play the riddler.

Clint Eastwood was reportedly considered for the role of Harvey Dent/Two-Face.

Gibson was considered for the role of Harvey Dent / Two Face.

Mark Hamill was considered to play the Riddler.

Considered to play Batman.

After originally accepting, Keaton decided not to do the third movie because he reportedly did not like Joel Schumacher's direction.

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

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

Before his success with Spider-man, Sam Raimi offered to direct Batman Forever when Tim Burton stepped down.

Kurt Russell was considered for the role of Batman.

Rene Russo was replaced by Nicole Kidman to play Dr. Chase Meridian.

Speedman auditioned for the part of Robin.

When Michael Keaton was still attached to play Batman, Rikki Lee Travolta was tested to play Robin but at 6'1 he was deemed to tall and too muscular and would make Batman look diminutive.

According to IMDB, Damon Wayans was considered for the role of The Riddler.

Williams accepted the role of Harvey Dent in the first Batman with the expectation that he would play Two-Face in the sequel. The studio chose Tommy Lee Jones instead.

Offered the role of the Riddler.

Had been considered for the role of Dr. Chase Meridian.

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.

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

Director Tim Burton had favoured Brando for the role of the Penguin. Batman creator Bob Kane had declared this to be the worst possible candidate for the role.

Many sources say Cher was considered for Catwoman.

Fox was an earlier preference to play Robin under the condition that Robin was included in the film. He was not.

Dustin Hoffman was considered to play the Penguin in Batman Returns.

An original plot for the film included the Penguin and Mr. Freeze joining forces to freeze Gotham City. Christopher Lloyd had been considered for the role of Penguin.

Madonna was reportedly considered to play Catwoman.

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.

Demi wanted the role of Catwoman but was rejected. In a magazine interview Demi states that at the time of audition she was blonde as was the Selena Kyle character.

Olin was turned down for the role of Catwoman.

Prince was an early preference of Tim Burton's to play Robin under the condition that Robin was included in the film. He was not.

Sarandon was very interested in the prospect of playing "Catwoman."

Robin was originally going to be introduced in the first sequel and Marlon was actually cast before the script was rewritten.

Williams was contractually entitled to play Harvey Dent, and an early draft of Batman Returns included the role. That character was later renamed Max Shreck and all of Dent's lines were given to him, and all Two-Face elements were removed.

Young was so upset about not getting the part of Catwoman that she went to the studio in a Catwoman costume to prove that she was a better choice.

Steve Buscemi was considered for the role of the scarecrow.

Clooney was going to reprise his role as Batman prior to the film's cancellation.

Brad Dourif was considered for the role of the scarecrow.

Robert Englund was considered for the role of the scarecrow.

Jeff Goldblum was considered for the role of the scarecrow.

Jeremy Irons was considered for the role of the scarecrow.

Christopher Lloyd was considered for the role of the scarecrow.

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

Jenny McCarthy was considered for the role of Harley Quinn.

Jack Nicholson was to reprise his role as the Joker - resurrected as a hallucination in Batman's mind. The fim was cancelled.

O'Donnell was going to reprise his role as Robin, prior to the film's cancellation.

Kurt Russell was considered for the role of batman.

Schumacher was signed on to direct prior to the films cancellation.

Howard Stern was seriously considered for a role prior to the films cancellation.

Jennifer Tilly was considered for the role of Harley Quinn.

Pregnancy caused her to bow out of the film.

Quentin Tarantino turned down the role of President of the United States due to scheduling conflicts.

De Toro was in talks to take over for John travolta as chili Palmer in the sequel to Get Shorty when Travolta wanted to much money. In the end, Travolta and the studio came to an agreement.

Writer-director Michel Gondry intended Chapelle to play the co-starring role of the video store clerk who is the best buddy of Jack Black.

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.

Bacall was thought of for this role by director Huston.

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

One of several actresses considered for this movie by director John Huston.

John Wayne had a script commissioned for him called Beau John, where he would co-star with Ron Howard, but the film was not made because of Wayne's ill health.

Denis Leary originally had a role in the film, but had to back out over scheduling conflicts.

Carrey was the first choice for the lead, followed by Tom Cruise, then Russell Crowe.

Tom Cruise was considered for the role of John Nash.

Hayek was considered for the role of Alicia Larde who is from El Salvador.

Robert Redford was considered to direct the film but could not fit it in his schedule.

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

John Cleese turned down the role of Cogsworth, according to IMDB.

Grayson refused to work with Mario Lanza due to his rude behavior on her two films with him, so MGM brought in Broadway ingenue Doretta Morrow and he was horrible to her too. She refused to make another film after that and never did.

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

Wes Craven was attached to direct the film at one time, when it was set as a morbid, supernatural drama, but the studio later took the film in a more comedic direction.

Tim Burton wanted his childhood hero, Sammy Davis, Jr., to play the title character in Beetlejuice. Studio execs shot him down.

Producers originally thought of Kinison for the role of Beetlejuice, but Kinison's agent never told him of the project.

Juliette Lewis was up for the pivotal role of Lydia Deetz.

Offered the starring role of gay Cuban poet and novelist Reinaldo Arenas.

Kevin Bacon turned down the part that Charlie Sheen played.

Miranda was set to play the role of Lotte, but lost out when Cameron Diaz expressed interest.

Miranda was originally cast in the lead role but had to drop out because of scheduling conflicts.

Offered the role of the powerful, elderly, ailing billionaire "Benjamin Rand" but turned it down because he objected to the sexual content.

The producer wanted Elvis but could not get him due to his manager.

Turned down the role the role of the sexy publisher and ladies' man, "Sheperd Henderson."

Originally Judy was planned to co-star with Fred Astaire in the mid 1940's.

Mae West was the first casting choice for the part of Mrs Phineas Hill, but her asking price was too high.

According to Gene Tierney's autobiography, she was not the first cast in this part; she was cast after it was declined by Barbara Stanwyck.

Kirk Douglas wanted the role of Ben Hur, but it was given to Charlton Heston. Douglas was offered the role of Mesala, but he turned it down. Stephen Boyd took it instead.

Hudson was set to play Judah Ben Hur, but contract negotiations broke down, and Hudson had to refuse. Charlton Heston stepped into the lead role as a result. Hudson later said it was his only career regret.

Burt Lancaster turned down the part of Judah Ben-Hur played by Charlton Heston.

Leslie Nielsen made at least two screen tests as Messala.

Burt Reynolds was considered for the role of Astronaut Brent.

Orson Welles turned down the role of General Ursus.

Bent Jane was a project considered by Barbra Streisand in the 1970's. She would have played a change of pace role as a woman with the compulsion to kill.

Young said she tested for this role and did not get it. She said it was a flop and she was later ok with not being in it.

Arthur Freed originally planned this musical for Lana Turner. Her pregnancy lead to her withdrawal from the picture, although she still makes a very brief cameo appearance during one of the songs.

Mitzi was offered this role by 20th Century Fox, but she refused the part, and it went to Sheree North.

Helen Mirren was considered for the role of Emma. According to IMDB, it was decided that "her bum was too big for the part."

Michelle Pfeiffer was considered to play the lead.

Pacino was considered for role of Axel Foley.

Rourke was considered for lead role of Alex.

Stallone got the part and started to re-write the script omitting the comedy and increasing the action, in turn this raised the budget and they had to turn to someone else(Murphy).

Aniston was considered to play Samantha.

Jim Carrey turned down the role of Darrin because of prior commitments.

Cameron Diaz was considered to play Samantha.

Gwyneth Paltrow was considered to play Samantha.

Silverstone was considered to play Samantha.

Supposedly wanted the lead role that went to Nicole Kidman.

Director Oliver Stone had been set to make this political adventure love story with Costner as the international relief worker.

Mentioned to star as the student who becomes an itnernational disaster relief worker.

Mentioned as a possible star of the epic love story and would have played the socialite philanthropist.

Was announced to play the lead for then-director Oliver Stone and would have played the philanthropist socialite.

The lead role was said to be intended originally for Ryan.

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

Jeff Bridges was considered for the lead role at one point.

Robert De Niro was considered for the lead role but wanted too much money.

Harrison Ford was first choice for the lead role.

Considered for the role of Josh.

Quaid told Larry King that he turned down the part in "Big" because he wanted to do "Everybody's All American."

Steven Spielberg was considered to direct the film. He wanted Harrison Ford to star.

Robin Williams was reportedly considered for the role of Josh.

Winger was the first choice to play the lead role of Susan Lawrence, but she was pregnant at the time of filming.

Gibson was one of the actors to be offered the lead role of Jacques Mayor but turned down for an unknown reason (maybe $$).

The Rose Ratliff/Rose Shelton part was written for Goldie Hawn.

The Sadie Ratliff/Sadie Sheldon part was written for Barbra Streisand, to play opposite Goldie Hawn, as the two sets of identical twins.

Phoebe Cates auditioned for the role of Chloe.

Costner actually filmed some scenes as Alex but they were mostly cut from the film.

Mickey Rourke was offered a role by Lawrence Kasdan, but he passed.

When Steven Spielberg was attached to direct this film, he wanted Jack Nicholson to star as Older Ed Bloom.

Columbia wanted to borrow Monroe from Fox, but Fox's asking price was too high.

According to IMDB, Charlize Theron was considered to play Bunny Lebowski.

Woods turned down the role after assurances could not be made that adequate medical facilities were available in Skagway, Alaska. Woods had recently suffered a heart attack and was concerned that should further problems arise, he would not have suitable medical care.

Damien O'Donnell was asked to direct Billy Elliot but after reading the script declined.

Charles Bronson turned down the role of Billy's father.

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

Alfred Hitchcock considered the young Connery to play a San Francisco lawyer whose romance with a beautiful, shallow playgirl gets torn apart by mysterious bird attacks.

Alfred Hitchcock screened footage of popular Universal contract star Dee to see whether she might be groomed and molded into a Hitchcock leading lady.

The star of Alfred Hitchcock's "Rope" and "Strangers On A Train" says that the director talked with him about appearing in "The Birds," but that he was more interested in doing Broadway work than film roles.

Alfred Hitchcock briefly considered Grant but decided against using the hugely expensive actor because he felt the birds and the Hitchcock name were the big attractions.

Alfred Hitchcock and screenwriter Evan Hunter considered Audrey Hepburn a perfect actress to play spoiled, beautiful playgirl "Melanie Daniels."

Alfred Hitchcock, looking for a new young blonde beauty to groom and to star in his thriller, screened film of Mimieux.

Director Alfred Hitchcock considered the beautiful young starlet.

Due to pregnancy, Miss Wright had to refuse the role.

Had been scheduled to direct the movie version of James Ellroy's 1940's L.A. novel about the murder investigation of young would-be actress Elizabeth Short.

Eva Green was offered a role but passed on it to avoid being typecast as a "femme fatale."

Turned down the title role of Elizabeth Short.

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

Gwen Stefani was conside