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

In the early planning stages of this movie musical Julie Christie was proposed to play Sally Bowles, opposite her then-boyfriend Warren Beatty.

Turned down the chance to direct the movie version of the Kander-Ebb musical set in Berlin.

Streisand turned down an offer to do the film.

The great director turned down the chance to helm the movie version of the sardonic hit musical set in Berlin.

Chris Farley was originally intended to play "Chip Douglass" before Jim Carrey.

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.

Turned the role of the free-spirited lover of a married man.

Dunaway was suggested for the lead in order to get a good financial backing.

Up and coming Mickey Rourke was almost cast as Danny Noonan, the kid who wants to win Judge Smails' caddie scholarship.

John Gielgud was George Bernard Shaw's first choice for the role of Caesar, but turned it down because he disliked director Gabriel Pascal.

Caged was originally planned to co-star Joan Crawford and Bette Davis at Warner Bros.

Caged was originally planned to co-star Bette Davis and Joan Crawford when they were both under contract at Warner Bros.

Was first set to direct this film about a down-on-his-luck gambler in Las Vegas with a freespirited guy.

John Gielgud turned down the role of Emperor Tiberius Caesar, calling the part "pure pornography." He did accept the smaller role of a Roman Senator.

Turned down the role of Caligula.

In 1934, press reports initially indicated that she would be playing the role of Claire Blake opposite Clark Gable.

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

Joshua Logan, director, had him in mind for one of the leading roles. Terence turned it down.

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

Rebecca Budig was cast as Beatrice, but dropped out due to scheduling conflicts with All My Children.

In the early planning stages, Hayward was considered for the lead role of Simone.

Garson was supposed to make a film version of the Shaw play in the title role, but said she felt she had played lesser variations of the character already on the screen and the film was not made.

Kerr was thought to play the title role in the George Bernard Shaw play in the 1940's, but the movie was not made.

Sandra Bullock would have been offered the role of Helen if Madsen wasn't available.

Turned down the gutsy dame role of "Fauna," one of the most colorful denizens of Monterey, California.

Fired from the movie version of the John Steinbeck novels, she sued and won for wrongful termination.

According to IMDB.com, Moira Kelly was originally cast as Polly Pry but was replaced by Toddy Walters.

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.

Don Rickles was originally cast as Fenderbaum.

Ford auditioned for the lead role of Sam Bowden and nearly got the part.

Robert Redford turned down for the lead role of Sam Bowden

Witherspoon auditioned for the role of Danielle Bowden.

In the classic version of the thriller, the director J. Lee Thompson failed to get Mills to play "Nancy" because of her contract with Walt Disney.

Was approached to play the psychotic and sadistic villain "Max Cady," but instead wanted the more heroic role.

Sandra Bullock was considered for the role of Harper Lee.

Val Kilmer was considered for the title character.

Lundgren was considered for the role of Steve Rodgers/Captain America but he was busy filming 'The Punisher' at the time.

Schwarzenegger was considered for the role of Steve Rodgers/Captain America but did not get the part due to his accent.

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.

The handsome, dashing Donat was scheduled to star as the romantic swashbuckler one of the truly great pirate films but withdrew before filming began.

Was understandably turned down after auditioning for the role of the strong-willed, passionate, highly educated Greek daughter of the local doctor on an idyllic island.

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

Darnell wanted to play this role and was supposed to do so, but had already started making Forever Amber and had to give up the role of Catana. She was very upset by this.

Otto Preminger wanted Audrey Hepburn for the female leading role, opposite Tom Tryon. She had to decline due to pregnancy.

This was announced in 1950 by Warner Brothers as a movie for Shirley. She rejected it and all other films after that. She said her other film offers of that year offered her roles as murderesses and fallen women and she rejected them all.

Tested for the sexy, fiery title role in the musical based on Bizet's opera "Carmen."

According to her autobiography, Carroll was considered by the films director, Otto Preminger, for the title role. She eventually played the smaller supporting role of Myrt, pal of the film's heroine.

Tested to star in Otto Preminger's musical film, a modernized, pop version of the famous Bizet opera.

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

Mike Nichols had spent six months looking for the right girl to play the part of Bobbie. He had considered and rejected Dyan Cannon.

Mike Nichols had spent six months looking for the right girl to play the part of Bobbie. He had considered and rejected Jane Fonda.

Mike Nichols had spent six months looking for the right girl to play the part of Bobbie. He had considered and rejected Raquel Welch.

Mike Nichols had spent six months looking for the right girl to play the part of Bobbie. He had considered and rejected Raquel Welch, Jane Fonda, Dyan Cannon, and Natalie Wood.

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 great Garland was considered for the role of "Julie Jordan," but plans never came to fruition.

Recorded the songs and began filming the movie version of the hit musical, but walked out when he learned he had to do the film once for widescreen and once for regular-size screens.

Griffith auditioned for the role of Carrie.

Sissy Spacek was actually pursued to play the role of Chris Harginson that went to Nancy Allen. She rethought the role and auditioned to play Carrie with grease in her hair and old clothes. She got the part.

Miss Crain was forever wounded when Fox refused to loan her to star opposite Laurence Olivier in this adaptation of Theodore Dreiser's "Sister Carrie."

Dunne was considered for this role when it was to be made by RKO in the early 1940's, but she did not see how it could be made well without censoring the story and so declined it. As it was, it was not made for another 10 years.

Rogers was the first choice to play this role in the early 1940's, but when it was made in the early 1950's she was no longer age appropriate.

Warwick was originally cast in this film.

Director Lewis Gilbert felt that Dors was a better choice for the part of real-life heroine Violette Szabo.

Hal B. Wallis reportedly considered making the piano-playing character Sam a female and casting Fitzgerald

First choice to play Ilsa.

Hal B. Wallis reportedly considered making the piano-playing character Sam a female and casting Horne.

The stunning French actress was among the stars considered to play "Ilsa."

Among the actors considered by Warner Bros. to play "Rick."

Before the film was released, Ronald Reagan was being advertised as having the lead. Some speculate that it was a studio publicity stunt.

The singer-pianist was under consideration for the film, but the role was switched to a male singer-pianist instead.

Trade papers announced the great Sheridan as the star of "Casablanca."

Martin Scorsese came very close to casting her as the trophy wife of Robert De Niro.

Nicole Kidman was considered for the role of Ginger.

Notorious ex-porn vixen, Traci Lords, auditioned and was seriously considered by Scorsese & company for the role of Ginger.

Madonna was considered for the role of Ginger in Casino.

Michelle Pfeiffer was considered for the role of Ginger.

Young was offered the role of Ginger McKenna Rothstein but was pregnant at the time.

Eric Bana was considered for the role of James Bond.

Orlando Bloom was considered for the role of James Bond.

Butler was reportedly considered for the role of James Bond.

Cavill was considered to play James Bond but was deemed too young for the part.

Colin Farrell was considered for the role of James Bond.

Hitchcock turned down the chance to acquire Ian Fleming's 1953 novel featuring James Bond. the novel was done as a film for TV in 1954, as a spoof movie in 1967 and, again, this time as a more serious Bond adventure in 2006.

Jackman was considered for the role of James Bond.

Heath Ledger was reportedly considered for the role of James Bond.

McAdams reportedly was considered to be the Bond girl.

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

Julian McMahon was considered for the role of James Bond.

Clive Owen was seriously considered for the role of James Bond.

Ewan Stewart was supposedly considered for the role of James Bond.

Charlize Theron was considered to be the Bond girl in Casino Royale.

Goran Visnjic (Dr. Kovac on ER) was in the running for the role of James Bond.

Sophia Loren was supposed to have a cameo.

Frank Sinatra was supposed to have a cameo in this movie.

Barbra Streisand was supposed to have a cameo in Casino Royale.

Wood was eager to film Dorothy Baker's acclaimed novel and asked Mart Crowley ("the Boys in the Band") to write the adaptation. Crowley finished the script, but "Cassandra" never made it past the wishful thinking stage.

Ellen DeGeneres screen tested for the role of Melissa.

Courtney Love auditioned for the role of Melissa.

Rita Wilson screen tested for the role of Stacy.

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.

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

Douglas turned down the Kid Shelleen role in Cat Ballou.

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

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

Dean was set to play the role of Brick but died before production.

Grace Kelly was considered for the role of Maggie the Cat.

Elvis turned down the role of Brick.

MGM considered Turner for the role of Maggie the Cat.

The singer-actor was considered to play the role of the heroine's shape-shifting brother.

The beautiful Italian actress was considered for the role of Irena Gallier.

The Swedish actress is among the beauties considered to play the haunted heroine.

The striking Polish-born accent was considered for the role of Irena.

Was seriously considered by director Paul Schrader to play mysterious Paul Gallier.

Got replaced by director Mike Nichols who felt he was too young to play Colonel Cathcart.

Turned down the role of "General Cathcart" in director Mike Nichols' film version of Joseph Heller's great novel, saying he'd played pretty the same role in "Dr. Strangelove."

The singer songwriter was cast in a role that eventually got written out of the movie.

The great director failed to secure the film rights to Joseph Heller's landmark and scathing anti-war novel.

James Gandolfini was cast as Carl Hanratty, but pulled out of production when Catch Me shooting interfered with the shooting of the Sopranos.

Ed Harris was considered for the role of Carl Hanratty when Gore Verbinski was attached to direct.

Sevigny was considered for a role in Catch Me If You Can.

Marianne was replaced by Barbara Ferris, who received a BAFTA nomination for her role in this John Boorman film.

Nielsen was originally announced for the role of 'Ralph Halloran'.

Judd was considered for the title role.

Kidman was considered for the title role.

Josh Lucas turned down the role of Detective Tom Lone.

Michelle Pfeiffer turned down an offer to reprise her role as Catwoman.

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

Fired by Woody Allen, reportedly for "not being vulgar enough."

Hugh was originally given the part of Lee Simon.

Hepburn rejected the role of Dominique Vallon in this film.

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

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.

Dee was set to co-star with Joanne Woodward in the drama, but Woodward became pregnant and the film was re-cast.

Woodward's pregnancy upset plans for the fine actress to co-star with Sandra Dee. The dramatic film was postponed, then re-cast with two other stars.

Dennis Hopper was reportedly considered for the role of the Klansman on Death Row.

Backed out of the director's chair to do Ransom instead.

Actually committed to the film but backed out along with director Ron Howard.

According to Faye's autobiography, Ryan was initially signed for the lead role.

John Goodman was attached to the project at one time.

According to IMDB, Winona Ryder was attached to the project at one time.

Antony Sher was considered for the lead role.

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.

When Cary Grant grew customarily unsure of whether or not he should do the romantic suspense thriller, Wood was seriously considered as the leading lady for a younger male co-star.

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

Richard Attenborough was considered for the role of Grandpa Joe.

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

Nicolas Cage was considered to play Willy Wonka.

Frank Oz had planned on casting Michael Caine as Grandpa Joe when he was attached to direct.

Carrey was considered to play Willy Wonka.

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

John Cleese was considered for the role of Willy Wonka.

Robert De Niro was considered for the role of Willy Wonka.

Kirk Douglas was considered for the role of Grandpa Joe.

Albert Finney was considered for the role of Grandpa Joe.

Richard Griffiths was considered for the role of Grandpa Joe.

Anthony Hopkins was considered for the role of Grandpa Joe.

Eric Idle was considered for the role of Willy Wonka.

Keaton was considered to play Willy Wonka.

Felicity Dahl had wanted Christopher Lloyd to play the role of Grandpa Joe.

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

Steve Martin was considered to play Willy Wonka.

Frank Oz had plans on casting Rick Moranis as Mr. Teevee when he was attached to direct.

Armin Mueller-Stahl was considered for the role of Grandpa Joe.

Bill Murray was considered for the role of Willy Wonka.

Mike Myers was considered for the role of Willy Wonka.

Sam Neil was considered for the role of Mr. Salt.

Paul Newman was considered for the role of Grandpa Joe.

Leslie Nielsen was considered for the role of Willy Wonka.

Ed O'Neill, as well as many others who are famous for playing TV Dads, was consdiered for the role of Mr. Teevee.

Frank Oz was attached to direct the film at one time.

Michael Palin was considered for the role of Willy Wonka.

Gregory Peck was offered the role of Grandpa Joe but passed away before accepting. His family have said that he was excited about playing Grandpa Joe.

Brad Pitt was turned down for the role of Willy Wonka.

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

Sandler was considered to play Willy Wonka.

Martin Scorsese was attached to direct the film.

Smith was considered to play Willy Wonka.

Patrick Stewart was considered for the role of Willy Wonka.

Ben Stiller was considered for the role of Willy Wonka.

Max Von Sydow was considered for the role of Grandpa Joe.

Peter Ustinov was reportedly offered the role of Grandpa Joe.

Christopher Walken was considered to play Willy Wonka.

David Warner was considered for the role of Grandpa Joe.

Williams was considered to play Willy Wonka.

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

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

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

Halliwell (better known as Ginger Spice) was said to be considered to play the third angel.

After Drew Barrymore and Cameron Diaz were cast, it was announced that the third lead would be Lauryn Hill. of course this didn't happen.

Angelina Jolie said in an interview that she chose not to be in this film.

Turned down the role of Alex to be in Big Momma's House. Producers for Big Momma's House got her to say yes by saying, "Be our only angel." Long was also pregnant while filming Big Momma's House so I don't know how she would've done Charlie's Angels.

Jenny McCarthy reportedly was considered to play an angel.

A delayed shoot for Mission: Impossible II caused Thandie to turn down one of the lead roles in Charlie's Angels.

Thandie Newton was confirmed as the third angel but at the last minute, she pulled out and was replaced by Lucy Liu.

Ritter was reportedle considered to play Bosley.

Liv Tyler was reportedly considered to play the third angel.

Catherine Zeta-Jones was reportedly considered to play the third angel.

Was announced at one point in the role of Bosley.

Courtney Love turned down the role of Madison Lee.

Chloe Greenfield (ER, Eminem's sister in 8 Mile) auditioned for the part of Fern.

Originally, Tony Randall was hired to voice Templeton. When Randall used his "sophisticated" voice, the director said he wanted something more nasal. Randall suggested Paul Lynde.

Told she wasn't attractive enough for the role of Anna Reeves.

During the 1950's, it was hoped that Marilyn would co-star with Marlon Brando on this project.

Turned down the role of "Jake" because he thought the script by Lillian Hellman from a play by Horton Foote was "ghastly."

Drew was suggested for the lead role by the studio.

David Schwimmer was suggested by the studio to play Holden.

Jon Stewart was the suggested by the studio to play the role of Banky.

In 2003 Lange planned to star in a film based on the novel by Colette to be directed by Christopher Hampton.

The director's first choice to play Mama Morton.

Kristin Chenoweth was considered for the role of Mary Sunshine.

Was offered the role of ambitious, notorious Chicago murderess "Roxie Hart."

Was considered for the role of Billy Flynn.

Cameron Diaz was considered for the role of Roxie.

Considered for the role of Mama Morton.

When the film version was originally conceived in the '70s, Goldie was set to play Roxie.

Hugh Jackman turned down the part of Billy Flynn.

Angelina Jolie auditioned for the role of Velma Kelly.

Nicole Kidman turned down the Part of Roxie.

Leigh was considered by director Rob Marshall for the role of Roxie Hart.

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

When the film version was originally conceived in the '70s, Liza was set to play Velma.

Mandy Moore auditioned for the role of Kitty Baxter, but was turned down because she was too young.

Gwyneth Paltrow was considered for the role of Roxie.

Kevin Spacey was in the running to play the lead role of Billy.

Britney Spears was considered to play Kitty Baxter.

Producer Harvey Weinstein reportedly offered the musical to Streisand to direct, before securing Rob Marshall.

Actually had the role of Roxie but lost it when there was a change in directors.

Passed on the lead role of Billy Flynn.

Gloria Grahame was offered a part in this movie but turned it down as it was not a big enough role.

Doris Day and Katherine Hepburn were reportedly offered the roles of Karen and Martha or vice versa. Studio choices finally were pro Audrey Hepburn and Shirley Maclaine.

Hepburn and Doris Day were reportedly offered parts in this remake. Both declined, giving way to Audrey and Shirley.

Originally written as a male character, Richard Dreyfuss was cast as a reporter in the first draft of THE CHINA SYNDROME. the role was rewritten as female and Jane Fonda won the Oscar nominated role as Kimberly Wells.

Producers wanted Jane Fonda to play Evelyn Mulwray but director Roman Polanski insisted on Dunaway.

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

Turned down the role of "Truly Scrumptious."

Mushroom films was attempting to woo Russell Crowe for the title role, they even went so far as to release a single from his band in an attempt to get him to sign. Russell however, cracked the big time after 'The Quick and the Dead' and went to the States instead leaving the role to Eric Bana.

Travolta was pursued for a role in the film adaptation of the Broadway hit. However, at that point in his career, he did not want to do another musical.

Jack Nicholson was considered for the role of Mr. Parker - "The Old Man".

Brian Cox was chosen to provide the voice of Aslan before he was replaced by Liam Neeson.

Michelle turned down the part of the White Witch.

Told interviewers she badly wanted to play the role of Candy Kendall.

Was considered for the Candy Kendall role.

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

In 1946, MGM considered remaking Cimarron as a vehicle for Judy and Gene Kelly. It was eventually made in 1960 but without Judy and Gene.

Gaynor campaigned actively for the juicy role of "Lady Fingers" but the great former Warner Bros leading lady and character actress Joan Blondell won the role instead.

In the poker-themed movie, the master actor and top film star Tracy declined the role of "Lancey Howard."

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

Damon was considered for the lead role of Jimmy Braddock.

Owen was reportedly considered for the role of James Braddock.

Billy Bob Thornton was considered for the lead role of Jimmy Braddock.

Mark Wahlberg was considered for the lead role of Jimmy Braddock.

Originally slated for Raymond, Kane's butler.

Slatted to play Kane's father Jim Kane, but opted to appear in the 1941 Broadway revival of George Bernard Shaw's "The Doctor's Dilemma."

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.

Keitel auditioned for the part of Curly, but did not get it.

Moranis was originally going to play the role of Phil Berquist, but had to leave because his wife became critically ill.

Kirby won audience and critical acclaim for playing "Ed Furrillo" in the big hit "City Slickers." But Billy Crystal and he had a falling out, so the scene-stealing Kirby got quietly replaced in the so-so sequel.

Joan Crawford was initially announced to star as Mae Doyle, the embittered adultress in Fritz Lang's drama.

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.

Joan Fontaine was tested for the role of Claudia Naughton, among many other actresses.

Cary Grant turned down the role feeling that the female role was the really important one.

Jones was almost cast by her mentor in this film, but Dorothy McGuire got to repeat her huge stage success as Claudia Naughton.

Margaret Sullavan tested for the role of Claudia Naughton.

Yet another girl next door actress considered for this great role.

Loretta Young tested for the role of Claudia Naughton.

The part was originaly written for Diana Sands but she died of Cancer in 1973.

SIgned by director Rouben Mamoulian to play Marc Antony.

Stephen Boyd had been cast as Marc Antony in "Cleopatra" but numorous production delays and script changes led him to drop out to be replaced by Richard Burton.

Sought after for the role of Marc Antony, but was unavailable.

Cast in the title role in 1958, but after so many delays before the film was ready to go, she was unavailable.

Considered for the role of Marc Antony.

Cast as Julius Caesar (and also considered for the role of Marc Antony), he exited the production after so many production delays stalled the filming.

Considered for the role of Marc Antony.

Was the first choice to play Cleopatra.

Audrey Hepburn was considered when Taylor was dying of pneumonia.

Producer Walter Wanger had Alfred Hitchcock in mind to direct the film project which Wanger hoped would emphasize the suspense elements of the tale.

Was strongly considered to play Marc Antony.

One of the stars seriously considered as a likely candidate to play the beautiful, brilliant, witty, ambitious and complex Cleopatra.

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

High on the list of candidates to play Marc Antony.

One of the Fox contract players considered for the title role when the project was envisioned as a lower-budget, smaller-scope enterprise than it eventually became.

Dana Wynter was considered for the title role.

Kevin was originally going to play the role of Randal but decided not to since he realized that he could not act. So instead, he played as the character Silent Bob.

Kevin Smith and producer Scott Mosier had David Cross as their first choice for "Hobbit Lover", and indicated that Cross would have liked to peform the role. However his schedule, that included filming of "Arrested Development" at the time, could not permit it. Mosier's wife suggested actor Kevin Weisman, who she'd been watching on Alias, instead.