Bo Derek was reportedly the first choice to play Jane Spencer.

Bynes was considered for the title role of "Nancy Drew."

She was the first choice for the title role in this British suspense film.

Stanley Kubrick wanted especially Audrey Hepburn to play leading feminine role in this production. She declined. There is a letter supporting this, that appeared in several media in 2004.

Director Stanley Kubrick had wanted to make a film about French general Napoleon Bonaparte starring Jack Nicholson.

Lost the knockout role of fragile country superstar "Barbara Jean" because of a salary issue.

Robert Altman offered the role to Burns, who co-starred with Sandy Dennis in Altman's "That Cold Day In the Park." Burns later left acting to become an academic and a college professor.

Was originally going to play "Tom" and also wrote the song in the film called "Since You've Gone."

The role of quiet, softspoken guy who boards at a rooming house was written with Carradine in mind. Carradine instead played the womanizing singer.

Offered the role of country singing star "Haven Hamilton."

The role of "Linnea Rose" was created for Fletcher who is herself the daughter of two deaf parents.

Turned down the role of ambitious, ditzy would-be country star "Alberquerque".

Turned down the role of the red dot-fixated would-be country singing star immortalized by Barbara Harris in director Robert Altman's masterful film.

The "outlaw" country singer, who wrote such songs as "Mr. Bojangles," was the prototype for the role of the womanizing singer "Tom" in Robert Altman's classic. Altman rejected Walker to play the role, as he also rejected using other major stars in country and folk music. .

Spencer Tracy was considered in the late 1930's to be cast as Mr. Brown. The film was not made for another 8 years.

Ashley Judd filmed an entire storyline but was left out of the movie.

Michael Madsen was considered for the role of Mickey Knox.

Henry Fonda turned down the part of Howard Beale.

Jane declined the role of Diana Christensen that won Faye Dunaway an Oscar.

Glenn Ford was considered for the role of Max Schumaker but had no box office success in years.

Gene Hackman reportedly turned down the part of Howard Beale.

George C. Scott reportedly turned down the part of Howard Beale.

Edmund Goulding, who had directed Grand Hotel, wrote a screenplay specifically for Joan Crawford at Warner Bros but she rejected it.

Director Jules Dassin wanted Lemmon to star as the nebbishy American scholar opposite Melina Mercouri, but the budget would not permit it, so Dassin himself played the role; the film turned out to be a box-office smash.

Producer Kevin McClory wanted Howard to play Bond's secret service chief "M" when the film was being developed under the title of "Warhead" in the late 1970s. Legal delays resulted in the picture being recast and made as "Never Say Never Again" several years later.

Producer Kevin McClory wanted Welles as Ernst Stavro Blofeld when the film was being developed under the title of "Warhead" in the late 1970s. Legal delays resulted in the picture being recast and made as "Never Say Never Again" several years later.

When a feud broke out between Frank Sinatra and Davis, Sinatra demanded Davis be replaced in the WW II movie.

Justin Long said in an interview that he auditioned for the lead role in The New Guy.

Hickey's part as the blackmailer was cut from Elaine May's comedy when the film was re-edited by Paramount studios and a sub-plot lost.

Buster Keaton was cast in a supporting role that was ultimately cut - with the exception of a handful of scenes.

Turned down the role that, recast with Janet Suzman, won a Best Actress Oscar nomination.

Offered and declined because she wanted to be more at home, raising her children.

O'Toole was reportedly offered the role of Rasputin.

Miranda was cast as Mrs. Squeers but had to drop out because of scheduling conflicts with the film 'Spider.'

Cybill Shepherd reportedly turned down the role of Kathleen Cooke.

In 2001, Dennis Hopper and Val Kilmer were attached to play a corrupt cop and an ex-con on parole. The film was never made.

In 2001, Dennis Hopper and Val Kilmer were attached to play a corrupt cop and an ex-con on parole. The film was never made.

Faye was offered the role of Paula, but turned it down to make Chinatown instead.

Dirk Bogarde was proposed by screenwriter Gore Vidal for the role of Wehrmacht sleuth Major Grau. Producer Sam Spiegel rejected the notion, saying that Bogarde was a "fairy"

John Carradine was considered for the role of the phony preacher which eventually went to Robert Mitchum. Director Charles Laughton called Mitchum to ask if he had any interest in playing the role, but warned him that it was a rotten, no-good character, to which Mitchum replied, "Sounds like you've picked the right guy", or words to that effect.

Gary Cooper was considered for the role of the phony preacher which eventually went to Robert Mitchum.

Jane Darwell was said to be a contender for the role of Rachel Cooper.

Laurence Olivier was considered for the role of the phony preacher which eventually went to Robert Mitchum.

Bette Davis wanted the role of Maxine Faulk which she played in the stage version.

Katharine Hepburn turned down the role of artist Hanna Jelkes.

When Winters took the role of Maxine Faulk in the Broadway version (replacing Bette Davis), a clause in her contract stated that she would do the part on screen. According to Winters' autobiography, producer Ray Stark forgot about this clause and cast Ava Gardner.

Night Shift was a film offered to Joan Crawford when she moved over from MGM to Warner Bros in 1943. It was something Ann Sheridan had turned down, but when Crawford too rejected it, it was never made.

Tim Burton thought about directing, but gave Henry Selick the director's chair so he could concentrate on Batman Returns.

According to imdb, Courteney Cox auditioned for the role of Nancy Thompson.

Cornell was offered role of Alice Johnson but turned it down to do 'Halloween 4: The Return of Michael Myers' instead.

Cary Grant was the first choice for the part of Count Leon d'Algout, opposite Garbo.

The great star was a leading contender to play opposite Greta Garbo in the sophisticated comedy directed by Ernst Lubitsch.

Beatty was considered to play Richard Nixon.

Hanks was reportedly considered to play Richard Nixon.

Jack Nicholson was seriously considered for the role of Richard Nixon.

Meryl Streep was considered for the role of Pat Nixon.

Alfred Hitchcock met with Burton to consider him for the role of a gentleman thief in the thriller meant to star Audrey Hepburn.

The pregnancy of Audrey Hepburn contributed to the cancellation of this Alfred Hitchcock project.

Hitchcock hired her for the leading role, but she got pregnant and stepped down.

Alfred Hitchcock had cast Williams, after "Dial 'M' for Murder" and "to Catch A Thief," as the lawyer father of Audrey Hepburn accused of killing a prostitute.

Had been expected to star for director Joel and Ethan Coen, but dropped out of the film.

James Stewart and the studio failed to interest Hitchcock in directing this thriller from Nevil Shute's novel about an aeronautical engineer who believes the crowded plane he is on will fall apart during its flight.

Matthew Broderick was originally set to star with Sally Field in this film.

Sally Field was originally set to star alongside Matthew Broderick in this film.

According to a Ronald L. Davis's biography on Linda Darnell, Anne was unable to play the part of Edie Johnson due to a scheduling conflinct.

Jill Clayburgh turned down the role of Norma Rae.

Turned down the role of Norma Rae.

After being nominated for THE GOODBYE GIRL, Marsha Mason was offered the role as NORMA RAE but declined due to personal issues/commitments with Neil Simon and his family.

At one time attached to star as one of the leads in the adaptation of Larry Kramer's play about the AIDS crisis.

Dreyfuss had once starred in the theater production of The Normal Heart, and was attached to the film version, though critical of Barbra Streisand as the prospective director.

Barbra Streisand reportedly wanted to cast Fiennes in one of the two starring roles in an adaptation of Larry Kramer's play about the AIDS crisis.

John Schlesinger considered directing the film adaptation of the Larry Kramer play about the AIDS crisis.

Attached to star in the adaptation of the Larry Kramer play about the AIDS crisis.

Sharon Stone was reportedly attached to star in the adaptation of Larry Kramer's play about the AIDS crisis.

Streisand wanted to direct the film of Larry Kramer's play about AIDS, and play the role of wheelchair-bound Dr Emma Brookner, but could not get a studio interested in backing it.

Hitchcock and screenwriter Ernest Lehman considered Brynner for the role of the elegant, urbane spy in hot pursuit of "George Kaplan."

MGM tried to get Alfred Hitchcock to cast Cyd Charisse as the woman of mystery, but Hitchcock was not interested.

With Cary Grant backing out of many movie projects and often saying he would retire from the screen, Alfred Hitchcock put Holden on a short list of stars who might play the man on the run from dangerous spies.

Director Alfred Hitchcock tried to bring his favorite leading lady back to the screen after she became the Princess of Monaco.

Cary Grant lobbied Alfred Hitchcock to cast Loren as mysterious, dangerous beauty "Eve Kendall."

Was considered to play the hero on the run in Alfred Hitchcock's thriller.

According to Lewis Gilbert at a National Theatre Interview, Virginia McKenna was asked to play Eve in North By Northwest.

The beautiful, talented Miles had derailed Alfred Hitchcock's plans to star her in "Vertigo," but she was still a candidate to play "Eve."

Peck was considered by Hitchcock for the lead role.

Was considered as a possibility to star as the wrong man sent running across America is Alfred Hitchcock's classic thriller.

James Stewart wanted to play the role of Roger Thornhill, but Alfred Hitchcock wanted Cary Grant.

Alfred Hitchcock considered the beautiful star as a possibility to play the mysterious and possibly dangerous leading lady in his suspense adventure classic.

Wright was cast in this film but had to withdraw due to pregnancy.

David Lean chose Brando as one of his stars of a dream project, the movie version of Joseph Conrad's novel. Lead died before he could realize his dream.

Quaid had been poised to realize a dream come true, to star for his all-time favorite director David Lean, in the movie version of a Joseph Conrad tale.

Ashley Judd was once attached to play the character of Allie.

Britney Spears was considered for the role of Allie Hamilton but was beat out by Rachel McAdams.

Director Nick Cassavetes asked Timberlake to play James Mardsen's part. Timberlake turned it down, saying the role required a "movie star" and to call him when there was a meatier part.

Liv Tyler & Martin Scorsese were attached to a competing project about Bettie Page but Scorsese chose to make the Aviator instead.

First choice to play Steve Martin role.

Producer Hal Wallis' first choice to play the repressed, intellectual Bostonian who transforms herself into a chic beauty and falls in love with a man she cannot have.

Ginger Rogers was offered the role of Charlotte Vale, but Warner's star Davis heard this and then she was cast.

Norma Shearer was very much considered for the role of Charlotte Vale.

Kirsten Dunst turned down the lead because she didn't want to gain the weight.

She was originally offered the leading female role in the Jim Carrey thriller.

Ingrid was considered, but had to step down because of her "off legal" relationship with italian director Roberto Rossellini, which made her unsuitable for a religious role.

Streisand had wanted Dustin Hoffman to play opposite her, as the public defender Aaron Levinsky, but Hoffman left the project.

Rydell was originally attached to direct but dropped out because of "artistic differences" with producer/star Barbra Streisand.

Debra Winger turned down the lead.

In early 1934, Fox bought the screen rights to the sexy Cole Porter stage musical (that starred Gertrude Lawrence) specifically for its reigning star Alice Faye. The restrictive Production Code was instituted and made the sexy project unfilmable.