In 2001, Gary Oldman was reportedly set to play a murderous kidnapper in a film called Macabre, but the film was never made.

Was cast to play the role of Lady Macbeth in her husband Laurence Olivier's film of the Shakespeare play, but the project fell through after the death of the project's financier Michael Todd.

Olivier was going to direct and play the title role in a film of one of his greatest stage roles, but the project fell through after the death of the project's financier Michael Todd.

Lopez was considered to do voice of Gloria the Hippo.

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

According to Yahoo! Movies, Gwen Stefani auditioned to voice Gloria.

Director Vincente Minnelli had major star Turner in mind to play the leading role, but became persuaded otherwise.

Dunne was supposed to be in a film made by Universal, but the rights were sold to MGM and Garson was cast.

In 1938, Garbo was announced to star as the title character, the female scientist who discovered radioactivity. But the project was shelved.

MGM considered Hepburn to star as the title character, the scientist who discovered radioactivity.

Francis, though retired since 1950, was considered for the Estelle Anderson role.

Loy passed on producer Ross Hunter's invitation to play Estelle Anderson.

Garson was supposed to be cast in this historical film in the early 1950s, but it was not made.

Kerr was supposed to co-star with Stewart Granger, Michael Wilding, and Greer Garson in this historical film in 1952, but the film was not made.

Joan Crawford was considered to play sightless widow Helen Phillips in this Douglas Sirk directed Universal Pictures melodrama.

Originally supposed to play the knife expert Britt, but dropped out of the project.

Considered for the role of Vin.

Wilder auditioned for the role of Vin.

Burt Reynolds declined to play Frank T.J. Mackey in Paul Thomas Anderson's Magnolia, because he was still upset with Anderson about Boogie Nights publicity.

The multiple award-winning stage and screen actor turned down the role of "Earl Partidge" because he hated the screenplay.

In the movie adaptation of John Fowles' novel, Christie turned down playing the beautiful woman who may be involved in the bizarre mind games being played on a Greek island by a magician.

Hilary Swank was considered to play the lead role in CHAMBERMAID, which eventually became MAID IN MANHATTAN.

Hawn was supposed to play the boxing trainer/manager opposite Ryan O'Neal.

The moviemakers suggested to Ryan O'Neal that Ross should play the boxing manager/trainer. He told them he thought it was "ridiculous."

Turned down the leading role in director Frank Darabont's Capra-esque movie. He chose instead "The Bourne Identity."

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

"Captain Tyreen" was intended as Quinn's role, but the actor left the project, which turned out to be a highly-charged, contentious production for all concerned.

Lawrence would have had to cut his hair and he couldn't because he was under contract to keep it long for his character in Blossom.

When 1982's Making Love was cast, top Hollywood actors Harrison Ford, Michael Douglas and Richard Gere allegedly turned down the male lead, afraid of being linked to a romantic gay drama.

When 1982's Making Love was cast, top Hollywood actors Harrison Ford, Michael Douglas and Richard Gere allegedly turned down the male lead, afraid of being linked to a romantic gay drama.

When 1982's Making Love was cast, top Hollywood actors Harrison Ford, Michael Douglas and Richard Gere allegedly turned down the male lead, afraid of being linked to a romantic gay drama.

Goldie Hawn turned down the part of Claire.

Norman Jewison was set to direct, but withdrew due to pressure demanding an African-American direct the film instead. Spike Lee later said "He gracefully bowed out, which he didn't have to do. I will forever be grateful to him for that."

Bacall dropped out of playing Hollywood gossip columnist Hedda Hopper in this made for TV movie opposite Elizabeth Taylor as Louella Parsons.

Jason Mewes was nearly replaced by Seth Green to play Jay.

Jennifer very nearly got the role of Tricia Jones.

John Landis was being considered to do a cameo as an irate customer.

Meyer was considered to play Jay.

Tarantino was supposedly considered to play the part of Stan Lee before Stan signed on.

Kevin Smith said that John Waters was considered to play the part of Stan Lee.

Reportedly auditioned for a role in Mallrats.

The Swedish beauty and great star was considered for the "Brigid" role.

Offered the role of "Brigid O'Shaughnessy," the great Fitzgerald declined the role and it went to the also-great Astor.

Was pursued for the role of the dangerous -- or is she? -- "Brigid O'Shaughnessey."

Hayworth was considered for the role of Brigid O'Shaughnessy.

Raft turned down the part of Sam Spade because he did not feel it was an "important picture." Oops!

After Lucille Ball insisted that the producers fire Madeline Kahn, Buzzi tested for the Agnes Gooch role. Still not satisfied, Ball said, "Get me the Gooch I saw at the Dorothy Chandler Pavilion!"--referring to Jane Connell, who had done the part on Broadway and for a while on tour.

The renowned director left the project in part due to the long preproduction delays on the movie version of the Broadway musical hit.

Actively pursued the role of witty, biting "Vera Charles," but lost it to the star who had done it on Broadway and who was married to the film's director.

Hudson was suggested for the part Robert Preston eventually played; Lucille Ball wasn't keen on the idea.

"Creative differences" with star Lucille Ball shoved the great Kahn out of the made-to-order role of "Anges Gooch."

Kahn was fired after the first script reading because of a heated disagreement with Lucille Ball.

Lansbury was bypassed for the role of Mame Dennis in favor of the more box office friendly Lucille Ball. Miscast, the movie was a disaster.

Rumored as one of the front-runners to star as the larger-than-life sophisticate in the movie version of the hit stage musical with songs by Jerry Herman.

Turned down what became the Oscar-winning role of Sir Thomas Moore in master director Fred Zinnemann's epic of the clash between More and Henry VIII.

Guinness was the studio's original choice to play Cardinal Wolsey.

Heston wanted the role of Thomas More, but the producers never considered him as a candidate.

O'Toole was the studio's first choice to play Henry VIII.

Executives at Columbia Studios wanted Olivier to play Sir Thomas More, but director Fred Zinnemann was adamant that Paul Scofield recreate his stage performance in the film.

Stern turned the role down due to his commitments to his satellite radio show.

The script had been around for years and Brando was considered in the beginning.

De Niro was considered to play Creasy.

Will Smith was considered for the role of Creasy.

Willis was considered for the role of Creasy.

Auditioned to play comedian Andy Kaufman.

Nicolas Cage was rumored to be considered for the part of Andy Kaufman.

John Cusack reportedly auditioned for the role of Andy Kaufman.

Edward Norton nearly won the role of Andy Kaufman in Man on the Moon.

Spacey reportedly auditioned for the role of Andy Kaufman.

Was contracted to star in the film version of the Andre Malraux work to be directed by Fred Zinnemann. MGM shut down the project at the last minute in 1969.

One of the stars of director Fred Zinnemann's epic that MGM shut down in 1969 at the very last minute. Three million of the film's eleven million dollar budget had already been spent.

Ullmann was to star but MGM cancelled the film after director Fred Zinnemann had already shot many scenes.

At one point Diane Keaton and Jack Nicholson were considered to play the leads.

Meryl Streep turned down the role of Joan Spruance because she became pregnant.

Lucille Ball was considered for the part of Lorraine Sheldon that was ultimately played by Warner's own, Ann Sheridan.

Barrymore was wanted by Bette Davis to play Sheridan Whiteside, but his poor health made Warner Bros choose Monty Woolley who had played the role on Broadway.

Cary Grant was considered to play the acerbic critic Sheridan Whiteside who wreaks havoc in a midwestern home, when Howard Hawks was attached to direct.

The leading role in the great sci-fi film was intended for O'Toole.

Alfred Hitchock had hoped to team James Stewart with Kelly in the suspense classic as the parents of a boy kidnapped in Morocco.

Director John Huston originally wanted to make this movie in the Forties, but could not get it off the ground.

John Huston couldn't get his beloved adventure project off the ground in the '40s with the dream team of Bogart and Gable, but much later thought of pairing Burton and O'Toole, the great stars of the film "Becket."

When director John Huston first tried to launch a production of this unforgettable adventure project in the 1940s, he thought of the biggest star in films, Gable.

Director John Huston wanted to make the film with his father Walter Huston and Humphrey Bogart, but Walter passed away.

John Huston's "pet" adventure project nearly got off the ground with O'Toole, but it was not to be.

Bacall turned down this role as she was not offered enough money; she later regretted it.

Marlon Brando was offered the role at the same time as Frank Sinatra, who accepted before Brando could respond.

John Garfield was originally attached to star but died before production could begin.

William Holden was considered to star. Holden had worked previously with director Otto Preminger on the Moon Is Blue.

The title role of Scaramanga, was orignally offered to Jack Palance.

Frank Sinatra wanted Lucille Ball to play the part of Mrs. Iselin, which eventually went to Angela Lansbury.

Close was considered for the role of Eleanor Shaw.

Lange was considered for the role of Eleanor Shaw.

Ruth Chatterton had fallen from grace at the box office, so Warner Brothers gave the role of Tanya to her biggest rival at the studio, Kay Francis.

Woody Allen's original script was written specifically for Mia Farrow. However, after HUSBANDS AND WIVES and the real life Soon-Yi drama--Mia dropped out was replaced by Allen's former flame Diane Keaton.

Brian Dennehy was considered to play Hannibal.

John Lithgow was considered to play Hannibal in Manhunter.

Mandy Patinkin was considered to play Hannibal in Manhunter.

Lynskey turned down a small role in the film for fear of typecasting - she'd already played a similar part in 98's Ever After.

John Schlesinger had originally wanted Julie Christie for the role of Elsa Opel.

John Schlesinger wanted Al Pacino and Julie Christie to co-star in this production. Robert Evans insisted that Dustin Hoffman be cast.

Chris Rock turned down the role of Dr. S, because he felt the script was horrible.

Sofia Coppola originally considered the French actor to play Louis XV.

Another role that Joan Crawford wanted but lost to Norma Shearer was the French queen Marie Antoinette in this lavish biopic.

Anne was considered for the female lead.

The handsome actor was considered by 20th Century Fox to play the Spanish nobleman and secret avenger.

Director Alfred Hitchcock considered Marlon Brando for the leading male role.

The credited screenwriter of the Alfred Hitchcock film thought Finch would be perfect to play Mark Rutland.

When Alfred Hitchcock announced he would reunite with Grace Kelly for this dark, romantic thriller, Grant was quoted as saying he would love to do the movie, too, but had not yet been asked.

Alfred Hitchcock put the young actress through makeup, costume, and acting tests to consider her to play the sexually troubled compulsive thief. Griswold retired from the screen to become a wife and mother.

The pretty blonde actress was offered to Hitchcock as a possibility to play the troubled thief who assumes various disguises.

Hudson met with director Alfred Hitchcock for the role of the Philadelphia book publisher and widower who knowingly marries a beautiful thief.

Grace Kelly was director Alfred Hitchcock's first choice and was to be her comeback film but was busy being the princess of Monaco.

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

Director Alfred Hitchcock had Montgomery in mind to play Marnie's rival for the attentions of Mark Rutland.

When Alfred Hitchcock was preparing the film "Marnie" in 1962, he had already "unofficially" cast Grace Kelly in the title role and was considering Paul Newman in the role of Mark Rutland. Newman wasn't interested and the film was postponed until 1964 when 'Tippi' Hedren and Sean Connery were finally cast. Newman would later star in Hitchcock's "Torn Curtian" (1966).

Alfred Hitchcock considered the handsome young star for the romantic leading male role in his psychological thriller-love story. The director generally preferred leading men with dark hair to contrast with his famous elegant blondes.

The beautiful, talented actress was suggested to director Alfred Hitchcock when his original star Grace Kelly withdrew from the project.

One of the film's screenwriters suggested to director Alfred Hitchcock that he consider the beautiful Oscar-winner -- his star of "North by Northwest" -- to play the role in the project from which Grace Kelly had pulled out.

Alfred Hitchcock contacted the great stage actress about the possibility of playing the strange, cold mother of the heroine if Louise Latham, a film novice, didn't work out.

The Oscar-winning actress from "East of Eden" was considered to play "Bernice Edgar," the complex, secretive, religiously pious mother of the troubled heroine.

Considered for the lead role of the President.

Depp was considered for the role of Jason Stone the reporter.

Said he turned down the role in the award-winning movie version. The producers said they didn't want him because he had already done the role on TV and were worried no one would pay to see him.

ANJELICA HUSTON was considered for the role of Bessie Greenfield played by Diane Keaton.

Sigourney Weaver was considered for the role of Bessie Greenfield which was ultimately played by Diane Keaton.

According to Scott McPherson, Debra was interested in playing Lee Lacker in the film of his play.

After her sucess in Anne of the Thousand Days, Ms. Bujold was cast as the lead in Mary Queen of Scots. She rejected it, however, because she didn't want to play another queen who lost her head.

Bette was dying to play Queen Elizabeth I opposite Katharine Hepburn's Mary but there are three versions of why she didn't get the role: 1. Director John Ford vetoed her; 2. Warner Brothers refused to lend her out to RKO, maker of "Mary;" 3. Co-star Fredric March insisted on his wife, Florence Eldridge playing the part (which she did).

Rogers wanted to show she was a serious actress and even did a screen test for John Ford, but she was declined for the part of Elizabeth I. Interestingly, a year later she and Katharine Hepburn would make a movie together, Stage Door.

Considered a candidate to play chimney sweep Bert.

Walt Disney had Davis in mind first to play the vinegary, stern nanny.

Briefly considered for the role of chimney sweep Bert.

Considered to play chimney sweep Bert.

Considered to play the stern nanny who helps change the life of the Banks family.

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

The fiery star says she approached Disney years before the famous Julie Andrews-Dick Van Dyke movie about a film version in which she would have played the stern nanny.

Jack Nicholson was originally in negotiations to play the role of Mr. Hyde/Dr. Jeykll, but it fell through.

The professional falling out between Hedren and mentor Alfred Hitchcock contributed to the cancellation of the director's dream project about a young bride who vanishes during her honeymoon only to return un-aged decades later.

In the 1950s, Alfred Hitchcock tried to launch Kelly in a movie version of the haunting Sir James Barrie play about a young woman who mysteriously disappears twice on a Scottish island.

Turned down the chance to star in one of the most memorable and influential movies of the '70s.

Reynolds turned down the role of Trapper John McIntyre.

Garcia was supposed to star as Alejandro Murieta opposite Raul Julia as Diego De La Vega, but Julia's death put the film on hiatus for several years.

Raul Julia was originally supposed to play Diego De La Vega but died before he could take the role.

Izabella Scorupco turned down the lead role.

Heath Ledger was in talks to join the film, presumably to play the part later taken by Paul Bettany.

For years, Faye Dunaway tried to develop, write & star in the screen adaption of the play, MASTER CLASS. the project stalled and never got off the ground. Dunaway even took writing classes--but still no bites.

The role of Pistacho Disguisey was reportedly originally offered to Jim Carrey.

Winslet dropped out of director Woody Allen's film set in London.

This film was originally planned to re-team Spencer Tracy and Katharine Hepburn.

The exotic, earthy vamp of the Silent era badly wanted the role of the beautiful German spy and hoped to make the film her debut in talking pictures.

Richard Donner was considered to direct.

Sean Connery was originally offered the role of Morpheus. He turned down the role saying he couldn't understand the script. Years later, he said that he chose to do "the League of Extraordinary Gentleman" (despite not understanding the project) because he regretted turning both "the Matrix" and "Lord of the Rings" down.

Costner was apparently considered for the role of Neo (seriously).

Russell Crowe turned down the role of Morpheus.

Supposedly considered for the part of Neo.

According to an interview with Matrix composer Don Davis, Johnny Depp was the Wachowskis' first choice for Neo.

Leonardo DiCaprio turned down the part, supposedly because he was concerned about the amount of special effects.

Duchovny was reportedly considered for the part of Neo but opted to do X-Files: Fight the Future instead.

Samuel Jackson was also considered to play Morpheus, according to an interview with Matrix composer Don Davis.

Val Kilmer not only turned down the part of Neo, but also Morpheus.

According to an interview with Matrix composer Don Davis, the studio wanted Brad Pitt or Val Kilmer for the lead role.

Even though the film was made years later, some sources say the Wachowski Brothers' first choice for Neo was Brandon Lee.

The Wachowski's wanted Jet Li for a role - reportedly "Seraph."

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

Gary Oldman was considered to play Morpheus, according to an interview with Matrix composer Don Davis.

Lou Diamond Phillips' was sent the script, but was later told by his agent that the movie would flop.

According to an interview with Matrix composer Don Davis, the studio wanted Brad Pitt or Val Kilmer for the lead role.

Reno turned down the role of Agent Smith to do Godzilla instead.

Will Smith turned down the lead role, admitting later that he had no regrets because "Keanu was brilliant as Neo."

Aaliyah was signed on to play the role of Zee but was killed in a plane crash.

Sean Connery turned down the role of the Architect.

Michelle Yeoh was considered to play Seraph after Jet Li turned it down, but wasn't able to do it due to being in the movie the Touch.

Aaliyah was set to play Zee.

Halle Berry was also considered to play Niobe but opted to play Catwoman.

Brandy was also considered to play Niobe or Zee but couldn't because she was pregnant.

Sean Connery turned down the role of the Architect.

Newton was considered to play Niobe.

Vincente Minnelli first wanted Hepburn to co-star as the Countess Sanziani in what would turn out to be the director's final movie ... and biggest flop.

Paul Newman was the first for the role of Marshal Zane.

Ryan was considered for the role of Mrs. Annabelle Bransford.

In 1969, Mel Ferrer wanted his wife to work along with him in this production. the project was cancelled, basically because the couple filed divorce charges. Finally, Omar Sharif, Ava Gardner and Deneuve herself were casted.

For director Robert Altman's masterful film set in frontier America, the studio would not accept the director's first choice, Elliot Gould,.

One of director Robert Altman's choices to star in his masterful "anti-Western."

Among director Robert Altman's choices to star in his hallucinatory "anti-Western."

According to IMDB, Lindsay Lohan was originally supposed to play Regina.

Ashley Tisdale is said to have auditioned to play Karen in Mean Girls but lost to Amanda Seyfried.

Wood was reportdly slated to appear as "Cady", but eventually turned down the role.

The producers' favorite candidate to play Charlie Cappa, he turned down the role.

The actor-director withdrew from the leading role of a TV news cameraman "John Cassellis" getting caught in the violence around the 1968 Democratic convention.

Director Frank Capra's first choice, the beautiful, gifted redhead was rejected by Warner Bros. because of a contract dispute.

MGM proposed a sequel to Meet Me In St Louis, but it was never made.

Originally set to play 'the boy next door, "John Truett."

In an interview with screenwriter Jim Herzfeld, Herzfeld said that Jim Carrey was in talks for the lead role when Speilberg was considering directing.

Heather Graham was offered the part of Pam, but because it wasn't a lead role, she turned it down in order to star in Say It Isn't So.

Spielberg was approached to direct the film and have Jim Carrey star.

Christopher Walken turned down the role of Jack (the father).

Woody Allen originally planned to make the movie with Winona Ryder and Robert Downey Jr but couldn't get bond the movie with insurance companies, because of their current problems.

According to IMDB, Winona Ryder was originally cast as Melinda.

Lauren Bacall would have co-starred with husband Humphrey Bogart, but Bogart became ill with cancer and died before filming could begin. the movie was later filmed under a different title, "Top Secret Affair."

Humphrey Bogart agreed to do the movie, filmed costume tests with his co-star, Lauren Bacall, and then fell ill with the cancer that finally took his life. The movie was later filmed as "Top Secret Affair."

Director Chirstopher Nolan wanted Baldwin for the part, but Baldwin was not available.

Clint Eastwood turned down the role of K.

Chris O'Donnell was considered for the role of J.

Schwimmer turned down the Will Smith role.

Will Smith Originally turned down his role in Men in Black, however his wife eventually talked him into reconsidering.

John turturro was offered the role of Edgar but turned it down due to other commitments.

Famke Janssen was cast as the female villan and even filmed some scenes but had to pull out due to a death in the family.

Tupac Shakur was originaly cast for the lead role but was fired for fighting with the director.

Showed interest in the role of Shylock.

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

Emily Lloyd was originally cast as Charlotte but was replaced by Winona Ryder. She sued Orion Pictures for damages and won.

Master director Ingmar Bergman approached Streisand in the early '70s with the prospect of directing her in a sumptuous film version of the tale of the wealthiest, most eligible woman in the kingdom of Marshovia. Bergman refused to rewrite the second half of his screenplay to suit her; Streisand refused to do the film.

Pamela Anderson originally had the lead but decided to leave the film. The production company sued her but lost the case.

Reportedly considered reteaming with his "Collateral" director Michael Mann by playing the role of "Sonny Crockett" in the movie version of the 'Eighties TV show.

Edward James Olmos turned down a chance to reprise the role of Castillo.

Kevin Costner was considered for the role of Michael Collins.

Scheduling problems kept the great Stanwyck from starring in what turned out to be a classic comedy for Claudette Colbert.

Beatty showed interest in playing Joe Buck.

Robert Blake was the first choice to play Ratso Rizzo in Midnight Cowboy, but the part wasn't "sexy" enough for Blake so he turned it down.

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

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

Pacino was scheduled to make an appearance as a Vietnam vet but couldn't fit it in his schedule.

Elvis was supposed to play the character that leaves his hometown to make it big in New York.

Was the front-runner to play male prostitute "Joe Buck" when Lee Majors had to drop out due to his TV series commitment on "The Big Valley."

Warhol was originally slated to appear as himself in the Factory sequence but it was cancelled when he was shot and wounded by Valerie Solanis.

Gere was considered for the role of William Hayes.

John Travolta was considered for the role of William Hayes.

Edward Norton turned down the leading role.

Universal Studios wanted to cast Robin Williams instead of Charles Grodin, but Grodin tested so well with Robert De Niro that he was cast against the wishes of the studio.

Woody Allen wrote the part of Ariel for Diane Keaton, who was too busy to accept it. the casting of Mia Farrow began Woody's 13 year relationship with her.

Woody Allen considered Farrow for the role of Amanda.

Jennifer Aniston reportedly had expressed interest in the role of Daniel Pearl's widow, Mariane.

Mariska was origianlly chosen to play the part of Dulcea but later left the project during production.

Ralph Bellamy was producer Jerry Wald's first choice for the role of Bert, Mildred's first husband.

Jack Carson was considered for the part of Monte Beragon, before being cast as Wally Fay.

George Coulouris tested for the part of Bert, Mildred's first husband.

Turned down the role of the woman who loses her husband, gains respect as a successful businesswoman but is rejected by her pretentious, selfish young daughter.

Bonita Granville was tested for the part of Veda.

Warner Bros contract writer Louise Randall Pierson worked on the screenplay but got no screen credit.

Turned the role of a woman abandoned by her cheating husband who then makes herself a successful, independent businesswoman. Joan Crawford won an Oscar in the role.

Ann Sheridan was another Warner Bros contract player who turned down the title role.

Pursued the Oscar-winning role of the woman abandoned by her philandering husband and rejected by her snobby, spoiled young daughter.

Was considered for the role of the heroine's pretentious, hateful young ingrate of a daughter, "Veda."

Writer Catherine Turney worked on the screenplay but got n