Amy Locane auditioned for the role of Lynne Bracken.

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.

Izabella Scorupco turned down the role of Lynn Bracken. Kim Basinger agreed and won an Academy Award.

Lithgow filmed scenes as Harry Zel, a Hollywood agent, which were deleted, although there are still references made to his character in the film.

Romy Schneider turned down because she was pregnant.

Considered by maestro Federico Fellini for the complex role of "Steiner," but Fonda turned down the chance to be in a masterwork.

Producer Dino De Laurentiis fled the project when master filmmaker Federico Fellini refused to star Newman in this film masterpiece.

Luise Rainer was offered a part in Fellini's movie, but she didn't like the improvisatory nature of the script.

Garbo shot screen tests for this comeback film in 1948 but the producers could not raise funding and it was abandoned.

Originally slated to appear in this film, reuniting her with producer Georges de Beauregard, Seberg committed suicide before filming began.

Judith Anderson and Lillian Gish were the first choices to play the eccentric, emotionally disturbed sisters of the main character, Ida Lupino.

Lillian Gish and Judith Anderson were the first choices to play the eccentric, emotionally unstable sisters of the Ida Lupino character.

Rosalind Russell was the first choice for the role. Years later, Ida Lupino, who accepted the part, said that it was her favorite film performance.

Director Preston Sturges seriously wanted Colbert to play the sexy, larcenous Jean Harrington but was thrilled to have Barbara Stanwyck instead.

Columbia Studios wanted to borrow the great Warner Bros star to play rascally "Dave the Dude" in director Frank Capra's movie based on a Damon Runyon tale.

Director Frank Capra wanted to borrow the sublime and earthy Dressler from MGM to play "Apple Annie" in his movie version of a Damon Runyon tale, but a deal could not be worked out.

The dashing, debonair MGM star was wanted by director Frank Capra to play "Dave the Dude," but a loanout could not be arranged.

Reportedly turned down the role of the wealthy Los Angeles widow trapped by thugs during a home invasion.

Kevin Costner was considered for the role Cleveland Heep.

An early contender to play the brilliantly talented Billie Holliday.

One of the handful of early contenders to play Billie Holiday.

The lead singer of the Four Tops was a favorite to play "Louis McKay" but the group was on concert tour at the time.

The magnificent actress was an early contender to play Billie Holiday.

John Cusack was reportedly the first choice for the lead.

Steven Spielberg turned down the offer to direct the film to work on Schindler's List.

Robert Zemeckis was considered to direct.

Patricia Arquette won the part of Tralala, but had to drop out due to pregnancy.

Courtney Love auditioned for the role of Tralala.

Director John Ford offered the lead role of Mayor Frank Skeffington to Orson Welles, but according to Welles, a lawyer representing him in contract negotiations mistakenly asked for too much money and the part went to Spencer Tracy.

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

Had originally been cast in the comedy but MGM instead switched her into "Parnell" with Clark Gable when that film's original star Joan Crawford battled with the director.

Grant met with director Michael Mann to discuss playing the role of Major Duncan Heyward.

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

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

Considered for the role of "Sonny."

The beloved cowboy hero and western music artist auditioned for the role of "Sam the Lion."

Director Peter Bogdanovich considered her for the role of beautiful, spoiled, sad "Jacy Farrow."

He was among the several top actors sought by director Peter Bogdanovich to play the wise, tough "Sam the Lion."

Cleese' name appears on numerous publicity photos for the film, but is not in the final theatrical release.

The beautiful European star was approached by director Bernardo Bertolucci for the leading female role.

The French star turned down the lead male role.

Robert De Niro was attached to play Jesus at one point.

Was attached to play Jesus at one point.

Sting was considered for the part of Pontius Pilate when the movie was first being developed.

In the early 1940's, Paramount wanted Temple to star in this story originally called Babylon Revisited, by F. Scott Fitzgerald. It was made 13 years later by MGM.

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.

Producer Sam Spiegel wanted Nicholson to play studio boss "Monroe Starr" but director Elia Kazan prevailed with the actor of his choice.

Turned the role of the glamorous '30s movie star patterned after such stars as Greta Garbo and Marlene Dietrich.

Cybill Shepherd met with director Elia Kazan over lunch and reportedly made a bad impression when she tried to be humorous.

The rotund actor was the first choice to play "Waldo Lydecker" but his premature and tragic death paved the way for another actor to become a movie star in the role.

In his DVD commentary, film historian Rudy Behlmer reports that Marlene Dietrich had expressed interest in playing the title role in a film.

Turned down the role of a chic mystery woman in a film that became a film noir classic.

Turned down the lead role of the alluring mystery woman.

According to her 1976 autobiography, Rosalind Russell was offered the title role in this film noir classic. She turned it down because her character arrived on screen well into the picture.

Director George Cukor contacted Taylor about starring in a biographical movie in which she would have played the legendarily talented, emotionally complex stage and film actress Laurette Taylor. Taylor's representatives declined the offer.

Audrey was originally considered for a bigger role in this film, but she had other commitments.

Producer David Lean wanted Brando for the role of "Lawrence", but he was already shooting Mutiny on the Bounty and the production schedule was extented many months and he had to refuse.

Master director David Lean originally intended handsome Bucholz to play "Sherif Ali," but the actor had to turn it down because of his commitment to director Billy Wilder for "One, Two, Three."

The handsome French icon tested to replace Horst Bucholz, but had trouble with the brown contact lenses required for the role.

Over the years, one of the film stars considered ideal to play the heroic, complex title character.

Finney was Lean's first choice but when Lean came to see him in a play he felt pressured and didn't perform. His understudy took the role that night...it was Peter O'Toole.

Over the many years it took to finally launch a film version of the exploits of the complex hero, Grant was often mentioned as ideal for the role.

One of the first stars considered to play the title character in a movie biography first attempted by producer Alexander Korda.

He so badly wanted the title role in Lawrence of Arabia (1962) that he personally pressed his case with director David Lean, but Lean cast Peter O'Toole in the part.

Told interviewers he lost the role because, in "Exodus," he had played a character who killed several Arabs.

Over the many years it took to launch a movie version, Olivier was one of the actors considered for the role of complex, heroic T. E. Lawrence.

After Horst Bucholz was unable to accept the role and Alain Delon was unable to tolerate the brown contact lenses the part required, director David Lean hired and fired the French star because of his thick accent and his appearance in Arab garb.

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

Ally Sheedy auditioned for the film, but didn't get the part because she couldn't play baseball well enough.

Turned down the Geena Davis role in A League of Their Own.

Steve Martin took over the lead role after Michael Keaton quit.

In the late 90s, Favreau's name became attached as the director of the project.

In the early 90s, was originally supposed to star in the film for director Steven Soderbergh.

In 1989, this movie was supposed to follow up the director's "Sex, Lies and Videotape."

Campbell actually had a role in Leaving Las Vegas, but all of her scenes were cut out.

Dean was to star, but he died before shooting began.

Dustin Hoffman was originally intended for the lead but was unavailable.

Originally the character played by Debra Winger was a man and he was to be played by Murray. Before filming he dropped out.

According to the imdb.com, Jim was considered for the role of Jack.

According to imdb, Johnny Depp was considered for the role of Jack.

Robert Downey Jr. was said to be considered for the role of Jack.

Robert Redford originally wanted Freeman to play Bagger Vance, but ultimately decided to cast the movie with younger actors.

Pitt turned down the role of Junuh.

Robert Redford was going to play Junuh, before deciding to cast a younger star in the role.

Johnny Depp was considered to play Tristan.

Helena Bonham Carter was cast in the role of Justice Strauss when Tim Burton was director.

Tim Burton was attached to direct the film at one time.

Slated to play Aunt Josephine in this children's movie, Glenn Close was replaced by Merill Streep, who was "better suited" according to the director.

Johnny Depp was attached to play Count Olaf when Tim Burton was attached to direct. When Burton left, Depp left as well.

According to imdb.com, Christy Carlson Romano (aka the voice of Disney's Kim Possible), was originally supposed to play the role of Violet.

Barry Sonnenfeld was attached at one point as the director.

Neil Diamond turned down the role of Lenny Bruce.

Pacino was considered for the role of Lenny Bruce.

Raquel Welch turned down the role of Honey Bruce.

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

Was wanted for the leading role by maestro Luchino Visconti but the producers insisted on a big box-office name.

French director Jacques Demy wanted Hepburn and Bardot for this production. Finally Deneuve and real sister Dorleac, were hired to perform as sisters!.

Leslie Caron was considered for the part of Joy in this movie.

Cyd Charisse was offered the leading role in this musical film.

Turned down the role of the satirized billionaire in the George Cukor-directed musical co-starring Marilyn Monroe.

Turned down the male lead of the billionaire opposite Marilyn Monroe in the musical romance directed by George Cukor.

Rejected director George Cukor's offer to star opposite Marilyn Monroe in this musical comedy.

Turned down playing opposite Marilyn Monroe in this George Cukor-directed musical romance.

Rejected the role opposite Marilyn Monroe of the billionaire in this musical comedy directed by George Cukor.

Patrick Swayze was considered for the role of Martin Riggs.

Chan was offered the role of villain Wah Sing Ku, but declined, as he only plays "good guys".

Cecil Kellaway scenes were eliminated from the film, though his name remained in the credits.

Originally considered for the role of the Asian blackmailer, the consideration was vetoed by William Wyler who cast Gale Sondergaard in the role instead.

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

Joan was considered for the offscreen role of Addie Ross. Writer/director Joseph L Mankiewicz had produced films for Joan in their MGM days.

Originally intended as the male star of this big hit melodrama, Gable lost out because MGM wanted to punish him and Joan Crawford for their love affair.

Robert Young was considered for the part of playboy Jerry Darrow.

For years Debra had ambitions to play the torch-singer Libby Holman in a biopic.

Pierce Brosnan was originally supposed to return as Bond.

Affleck auditioned for the part of Les Anderson (Corey Haim).

Steve Buscemi, Frank Vincent, William Hurt and Val Kilmer were attached to star in this film concerning the mafia. the production was initially delayed and then ultimately cancelled when the production company failed to secure financing.

Steve Buscemi, Frank Vincent, William Hurt and Val Kilmer were attached to star in this film concerning the mafia. the production was initially delayed and then ultimately cancelled when the production company failed to secure financing.

Steve Buscemi, Frank Vincent, William Hurt and Val Kilmer were attached to star in this film concerning the mafia. the production was initially delayed and then ultimately cancelled when the production company failed to secure financing.

Steve Buscemi, Frank Vincent, William Hurt and Val Kilmer were attached to star in this film concerning the mafia. the production was initially delayed and then ultimately cancelled when the production company failed to secure financing.

Nicole Kidman was cast but had to back out of the project.

Gwyneth Paltrow was not able to play the lead due to scheduling conflict.

Stormare was reportedly cast at one point to play Klaus, but had to drop out.

John Cleese was considered for the role of Brian Cohen,but opted for the choice of playing multiple roles instead.

John Cleese wanted George Lazenby to play Jesus (actually a very minor role in the film) so the posters could read "George Lazenby is Jesus Christ".

Cage was considered for the role of David Gale.

Clooney was considered for the role of David Gale.

Nicole Kidman turned down the role of Bitsey Bloom.

Davis screen tested for the role of Vinnie Day but was rejected in favor of Irene Dunne, who had the necessary comic lightness for the part.

The silent film star made several tests for this role and wanted it as a comeback vehicle, but Dunne was chosen instead.

Gielgud was cast in the role of Dr. Armstrong but left after disagreements arose over his salary.

Olivia Hussey was annouced for Ellen Lifeforce but dropped out.

Charles Chaplin considered Audrey Hepburn as the protegee ballerina in this tragic film. Claire Bloom was cast reportedly without knowing a single ballet motion.

The star filmed scenes playing the wife of Peter Fonda, but they were cut from the release print because director Steven Soderbergh felt that the creepiness of Fonda's character had been established already.

The original screenplay was written with Michael Caine in mind.

In 1953, Joan was announced to star in this film for Paramount.

Gable was considered for the part of Joe Massara, but passed over by Warner Bros. Gable then went to MGM and became a star.

Under contract to Universal, Winters was assigned the female lead but she hated the project so much she purposely gained weight which caused Universal to replace her.

The Jefferson Airplane singer declined the role of "Karen Nebraska" in this Robert Redford-Michael J. Pollard movie about rival motorcyle racers.

Davis reportedly walked off the set then later withdrew from the film because of disagreements with director William Wyler, but eventually returned to finish it. This ended their 3 film collaboration.

Directors Ron Clements and John Musker had the actress in mind to voice the sea witch, Ursula, in the Disney animated classic.

Lyricist Howard Ashman, a huge "Dynasty" fan, had Joan Collins in mind to voice Ursula, the sea witch.

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

The Broadway and TV star was among the actresses considered to voice the role of Ursula the sea witch.

Howard Ashman, the Disney animated film's lyricist, clashed with the great Broadway star Stritch. The actress was let go from voicing the role of Ursula, even though the production design team had begun creating character designs with Stitch in mind.

Katharine Hepburn admitted that she went to RKO executives and demanded the role of Babbie only because she didn't want Sullivan (the studio's first choice) to get it.

The role of uncle Frank was reportedly written for Bill Murray.

Robin Williams was said to be considered by the studio for the part of Frank.

Dustin Hoffman was originally cast to play Satan.

Lynskey was shortlisted for the role of Valerie Veran but lost out to Patricia Arquette.

One of the stars considered for the leading male role in the movie version of Stephen Sondheim's witty, sophisticated musical based on a film by Ingmar Bergman.

The great Davis was announced for the film version of the witty, sophisticated Stephen Sondheim musical based upon director Ingmar Bergman's "Smiles of a Summer Night."

The fine actor's untimely death meant that other stars had to be considered for the leading male role in the film version of the Stephen Sondheim musical.

Stephens received his walking papers shortly after filming began on this movie version of Stephen Sondheim's musical. the Frederick Egerman role then went back to Len Cariou, who had played the character for over a year on Broadway. Having been informed that he and co-star Elizabeth Taylor didn't have the "right chemistry," Stephens told the press, "We're actors, not pharmacists."

Lauper was offered the role of Audrey in the film version, but turned it down to focus on her music.

Barbra Streisand was considered for the role of Audrey.

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.

Fleming was cast as Meg March in a 1946 version of this classic family novel. Ultimately the 1946 film was abandoned and it was made in 1949 with a new cast.

According to A Scott Berg's biography of Hepburn, she was offered the role of Aunt March in the 3rd film version (Hepburn had played Jo in the first one). She declined, saying she could not be better than Edna Mae Oliver in the '33 version.

This film started production in 1946 but was stopped. It was to have starred Jennifer Jones as Jo March. The rights to the novel by Louisa May Alcott were then sold to MGM who remade the film in 1949 with an entirely different cast (of MGM stars).

Natalie Portman tried out for the movie but didn't get a part.

Another movie she lost out to Kristen Dunst in 1994.

Sean Connery turned down the role of James Bond.

Dalton was offered the role by Cubby Broccoli but declined it as he felt he was too young. He got the part some years later.

Glover, who later played a Bond villain in for Your Eyes Only, was one of many british actors tested. He later said, "but we all knew Roger would get it".

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.

Newman was considered for the role of James Bond.

Redford was considered for the role of James Bond.

Reynolds was considered for the role of James Bond.

Writer Tom Mankiweicz and director Guy Hamilton wanted Ross as Solitaire but studio execs insisted the character be a young, innocent white woman - as she was in Ian Fleming's original novel.

In Spring 2005, several sources reported that Ben Affleck was in talks to costar as McClane's son in Live Free or Die Hard.

Jessica Simpson auditioned for the role of McLane's daughter but the audition went poorly.

Britney Spears was reportedly set to star as John McClane's daughter in early stages of the project.

Moviehole.net reported in 2005 that Willis wanted Justin Timberlake to play his son in Die Hard 4.0.

Nicolette Krebitz auditioned for the role of Christa.

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

Brosnan was considered for Bond but had contractual obligations to the TV show Remington Steele.

Came very close to being signed as Bond, then Timothy Dalton charged ahead in the race.

Veteran British actor Ray Winstone was offered the role of villain "Hatchet" Harry Lonsdale.

Among the many roles that the great and beloved star turned down was that of the "Old Man." in the sci-fi thriller.

William Devane turned down the role of Francis.

Voight was the first choice for the role of Logan.

Lindsay Wagner was the first choice for the role of Jessica.

Claire Danes auditioned for the role of Dolores 'Lolita' Haze.

Depardieu was actually cast as Quilty before being replaced.

Melissa Joan Hart tried out for the part of Lolita.

Otto Preminger would not release her from her contract to make this film.

Considered to play Lolita.

Hoffman was originally cast as Humbert Humbert.

Natalie Portman turned down the lead because she disagreed with the sexual content.

Christina Ricci tried out for the part of Lolita.

Legendary director Stanley Kubrick offered him the role of novelist Humbert Humbert.

Was appalled that the role of Humbert Humbert was offered to him and turned it down.

Legendary director Stanley Kubrick was frustrated by the father of Heatherton who refused to allow his daughter to star in the film.

Hayley Mills was offered the lead, but was advised to turn it down.

Considered as a very likely candidate to play lecherous novelist Humbert Humbert.

Laurence Olivier refused the role of Humbert Humbert.

Turned down master director Stanley Kubrick's offer of the lead role.

Kerr wanted to play the title character for many years, but felt it was not made due to the downbeat nature of the story (an alcoholic spinster). It was made 20 years later with Maggie Smith.

Writer Larry McMurtry had originally invisioned Lonesome Dove as a movie starring John Wayne, James Stewart, and Henry Fonda.

Writer Larry McMurtry had originally invisioned Lonesome Dove as a movie starring John Wayne, James Stewart, and Henry Fonda.

Writer Larry McMurtry had originally invisioned Lonesome Dove as a movie starring John Wayne, James Stewart, and Henry Fonda.

The red-hot director had been expected to helm the film version of Raymond Chandler's noir novel.

In a case of the right hand not knowing what the left hand was doing, producer Jerry Wald offered Winters the role of Eula Varner at the same time that director Martin Ritt had decided to cast Lee Remick. Executives at Fox sided with Ritt.

Gary Oldman was considered to play the part of the prison warden.

Richard Pryor was set to do the voice of Eddie but reportedly got sick.

Gosling and director Scott Frank saw the story going in different directions and respectfully parted ways.

Bill Bailey auditioned for the part of Gimli the dwarf.

Orlando originally tried out for the part of Faramir. Instead, he was cast as Legolas.

Bowie was reportedly interested in playing the role of Elrond (Elf Lord).

Sean Connery turned down the role of Gandalf. He said in an interview that he "didn't understand it" and therefore didn't want to spend 18 months on the project.

Crowe supposedly turned down the role of Aragon because 3 movies was too big of a commitment. He did A Beautiful Mind instead.

Daniel Day-Lewis was repeatedly offered the role of Aragorn.

According to IMDb, Jake Gyllenhaal auditionned for the role of Frodo.

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

Keanu told Australian-based RipItUp magazine that he wanted to play the part of Aragorn.

Stuart Townsend was actually cast as Aragorn and started shooting. Peter Jackson recast with Viggo Mortensen when he felt Stuart Townsend was too young for the role.

Tom Wilkinson's availibility was checked for an unspecified role, but he did not want to be away from his family for the 18 months of filming.

Sean Connery turned down the role of Gandalf.

John Rhys-Davies originally auditioned for Denethor. He was cast instead as Gimli.

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.

Sean Connery turned down the role of Gandalf.

Alison Doody was offered the role of Eowyn, but declined due to pregnancy.

Uma Thurman was originally cast as Eowyn had to drop out.

Michelle Pfeiffer dropped out of the female lead role in the medical drama directed by George Miller.

Turned down director Frank Capra's offer to her to play the lovely, ageless heroine of Shangri-La, "Sondra."

Louis Hayward tested for the role of the hero's hot-headed brother "George Conway" in Frank Capra's fantasy epic of Shangri-La.

Tested for the role of the hot-headed brother of the hero, "George Conway."

Turned down director Frank Capra's offer of the ageless, sweet beauty of mythical Shangri-La.

Was not sufficiently interested in playing the lovely, singing schoolteacher of the mythical kingdom of Shangri-La in this remake of the Frank Capra 1937 classic.

Turned down the role of the world-weary diplomat in the musical version of Frank Capra's 1937 classic.

Sean Patrick Flanery was supposed to play 'Don West', but he was released from the film.

Matthew Perry was originally offered the part of Don West.

Francis left the project shortly before filming began and was replaced by Stanwyck.

The producers turned down the superb but sometimes difficult actress for the co-starring role of the social worker who has a powerful effect on Sidney Poitier, who was cast as a black militant. Poitier had lobbied for Hackett in the role.

Director Billy Wilder's first choice to play Don Birnam, a chronic alcoholic, was Jose Ferrer, but Paramount insisted that only a matinee idol in the lead could sell the film.

Katharine Hepburn was director Billy Wilder's first choice for the role of Helen, the girlfriend of alcoholic Don Birnam, but Hepburn had signed on to do Without Love and declined the part.

Phifer turned down the part of Quincy McCall due to a schedule conflict. He was replaced by Omar Epps.