Norma Shearer was too pregnant so Joan Crawford got the part.

Altman planned to direct a screenplay by Jeffrey Lewis, about New York's art scene, to star Salma Hayek and James Franco. Production was scheduled for 2003, but the film was never made.

In 1952 Louis B Mayer wanted Judy for a film version of the Broadway musical. The musical would not be filmed until 1969, and without Judy.

Turned down the role of Elizabeth.

The popular, sexy star of TV's "Route 66" narrowly missed out on playing "Pardner."

Offered the role of "Elizabeth," the star eventually withdrew from the project.

Diana Rigg was forced to turn down the role due to illness.

Lesley Ann Warren turned down the lead role.

Scenes with Bondi as Frau Koerber were scrapped and reshot, though stills featuring the actress were circulated at the time of the movie's release and, today, appear in several books about the movie's star, Greta Garbo.

Dean Martin was one of the contenders for the male lead opposite Doris Day. As it turned out, the original stage lead, John Raitt, reprised his role.

Missed out on repeating for films her Broadway stage role when box-office attraction Frank Sinatra passed on playing the male lead.

Turned down the role of the factory foreman in the movie version of the hit Broadway musical.

Dietrich, then at the peak of her career as a Las Vegas entertainer, turned down an invitation from Columbia chief Harry Cohn to play the rich, seductive Vera Simpson.

Kelly was promised the title role in the movie version of the hit musical in which he'd made a hit in 1940. It took so long to get the movie project going that Kelly was by then a star at MGM and lost the role.

Stanwyck was thought of for the role of of Vera Simpson.

Dietrich nearly played the role of the tragic, fascinating vamp.

According to an interview Snodgress gave about her career, the first project offered to her after her initial success in Diary of a Madhousewife was this film which she promptly turned down.

Reportedly turned down the starring role.

Adam Goldberg turned down the role of Junior in order to do the TV series "The $treet"

Angelina Jolie was one of the actresses considered for the role of Meg Altman when Nicole Kidman was injured after Moulin Rouge.

Nicole Kidman was set to play the lead but had to drop out because of an injury from Moulin Rouge.

Panettiere was cast as Sarah Altman in Panic Room but was replaced by Kristen Stewart when Jodie Foster replaced Nicole Kidman as her mother.

Due to be filmed in Hawaii in 1951, a dispute over script rights led the backers of this independent production to withdraw their financial support.

Paul Newman turned down the role of Bernie White.

James Mason was originally considered for the role of Professor Kingsfield.

When director John Huston left the project, Newman left the project, along with his daughter Nell Potts.

Alfred Hitchcock wanted to direct Bergman in the role of a woman on trial for killing her husband. Bergman wanted to avoid doing another movie for producer David O. Selznick.

Alfred Hitchcock wanted to direct Colman in the role of a famed British lawyer who falls in love with his fatal, beautiful client.

Master director Alfred Hitchcock was among the many who tried to lure Garbo out of retirement to star as the beautiful, treacherous, unfaithful Mrs. Paradine.

Alfred Hitchcock wanted a rough, gnarly actor like Newton to play the role of the stable hand for whom the beautiful Mrs. Paradine debases herself.

Director Alfred Hitchcock hoped to sign Olivier to the play the role of a London lawyer who disgraces himself by falling in love with his beautiful, murderous client.

The great Rains declined the role of a hypocritical judge very much in favor of the death penalty.

Crawford had been cast as the married "Mrs. Katie O'Shea" opposite Clark Gable but battled with director John M. Stahl. She was instead switched to another film, "The Last of Mrs. Cheyney," to which Myrna Loy had been assigned.

Beatty was originally pursued for the leading role by director Joshua Logan, who left the project.

Jane Fonda was tested for the leading female by director Joshua Logan, who left the project.

The film's original director Joshua Logan wanted Gable to play the father of the hero of the title, for whom Logan considered Warren Beatty.

Joshua Logan, the film's original director, wanted either Leigh and Clark Gable, the stars of "Gone With the Wind," or Gable and Colbert, the stars of "It Happened One Night," to reunite to play the parents of the title hero.

Was replaced on the project originally intended a big budget production.

Daniel Day-Lewis was considered for the role of Jesus.

Turned down the lead role of "Jesus" in Mel Gibson's movie.

He was considered for this film with Brigitte Bardot, by the end of the 60's, moment he decided to quit cinema for a decade, stationing in India.

Duke. after playing Helen Keller in "The Miracle Worker," was offered the great role of the young blind woman who has a relationship with a black man, but declined for fear of being stereotyped.

Hayley Mills was considered for the role of Selina, but Elizabeth Hartman was favoured for financial reasons.

Harrison Ford turned down the lead in The Patriot because he didn't care for the tone of the script.

Jake Gyllenhaal was considered to play Gabriel Martin (Heath Ledger)

Phillippe was going to play the role of Mel Gibson's son, but Heath Ledger got the part.

Baldwin dropped out of the role. There are mixed reports as to the reason.

Costner was considered for the role Jack Ryan.

Tom Hanks was apporached orginally about playing CIA agent Jack Ryan in patriot games.

Turned down the role of the WW II warrior general.

Telly Savalas turned down the part of General George S. Patton played in the film by George C Scott.

He refused the title role because he believed that it glorified war.

Wanted to play General Patton but the producer turned him down.

Stanley turned down the role of Marilyn Birchfield according to Jon Krampner's "Female Brando: The Legend of Kim Stanley."

Damon was reportedly offered the part that went to Affleck, but turned it down because it was too similar to Jason Bourne. He recommended Affleck.

Was considered for the WWII nurse role eventually played by Kate Beckinsale.

According to IMDB, Adrien Brody was considered for a role in Pearl Harbor.

Originally considered for the role of Rafe played by Ben Affleck.

The role for Col. Dolittle was offered to Kevin Costner but he declined.

Producers wanted to cast Matt in a lead role but couldn't get him.

Hackman was considered for the role of FDR that eventually went to Jon Voight.

Ashton Kutcher was considered for, but did not get, the lead role of Danny Walker.

Was considered for the "Rafe McCawley."

Producers also wanted Paltrow as the female lead, but a schedule conflict prevented her from doing the movie.

Charlize Theron left the film in order to shoot Sweet November.

Bogarde was an early choice to star in director Michael Powell's brilliant, highly controversial thriller.

One of master director Michael Powell's top early choices to play the title role in his shocking thriller about voyeurism and murder.

Penny Marshall was attached to direct with Debra Winger on board as Peggy Sue. When Marshall was fired, Debra Winger abandoned the project.

Wright was offered the part of Peggy Sue's grandmother in this movie but turned it down.

Tom Arnold was considered for the part of Larry Flynt.

Patricia Arquette was considered for the part of Althea Flynt.

Hanks was considered for the role of publisher Flynt.

Ashley Judd was considered for the part of Althea Flynt.

Was considered for the role of controversial publisher and anti-censorship crusader Larry Flynt.

Mira Sorvino was considered for the part of Althea Flynt.

Anne withdrew from playing the part of Deborah Higgins, due to pregnancy. It would have been a reunion for Anne and her All About Eve director Joseph L. Mankiewicz.

Cage was reportedly cast as Bobby Shatford but had to back out.

Harrison Ford was originally offered George Clooney's part in The Perfect Storm.

Mel Gibson was considered for the lead role but he turned it down.

Denzel was Eastwood's first choice to play Butch.

The screenplay was written with Brando in mind to star opposite Mick Jagger.

Mick Jagger's then girlfriend became pregnant during production so was replaced by Keith Richards then girlfriend Anita Pallenberg.

Mia Farrow was originally cast as Lucy.

Tuesday Weld was originally cast as Pherber.

In the '90s, the great director dreamed of doing a film based on the superb thriller novel, but moved on to other projects.

Ridley Scott was intended to direct before Tom Tykwer took the gig.

Bruce Campbell was the first choice to play Louis Creed according to IMDB.

Walt disney, who first shot a cartoon version of this story, put all his influence at work for a real acting version not to be produced.

Star Leslie Howard refused to do the movie version of the stage hit unless his Broadway co-star Bogart repeated his role.

Planned for Miss Hayworth but postponed when she got married to Orson Welles.

In the 40s, Columbia Pictures kept Ann Miller as a "threat" to Rita Hayworth. When Miss Hayworth got married, the film was turned over to Miss Miller, but she got married too, so it was years before it actually came to fruition.

Had worked on adapting the book and screenplay but, through a business deal, he lost out on directing what became one of the defining movies of the 'Sixties.

Screentested for the juicy role of "Selena Cross."

Was a finalist for the role of the Phantom/Kit Walker.

Antonio Banderas was one of many names considered to play the Phantom.

Sarah Brightman (who starred in the broadway version) was reportedly scheduled to play Christine in a movie version.

Michael Crawford, the actor who originated the role of the Phantom seemed an obvious choice for the film, but despite a massive fan campaign, was not offered the role. Crawford was, however, set to play the Phantom in an earlier attempt at filimg the show, but this fell through due to his co-star Sarah Brightman's divorce from Andrew Lloyd-Webber, creator of the show.

Brendan Fraser reportedly wanted to play the role of the Phantom of the Opera, but was turned down.

Anne Hathaway was reportedly a condidate to play Christine.

Hugh Jackman was apparently one of the many actors considered for the movie version of The Phantom of the Opera.

Keira Knightley admitted that the audition was embarrassing saying "I knew I couldn't sing it."

According to IMDB, Meat Loaf was offered the role.

Travolta was seriously considered to play the phantom.

Webber apparently said in an interview that he would like to have cast Catherine Zeta-Jones but she passed to play Velma in the movie musical "Chicago" and didn't want to do two singing roles in a row.

Chaney desperately wanted to play his actor-father's (Lon Chaney Sr.) most famous role in Universal's elaborate remake. the studio humoured him, even allowing him to pose on the Opera House set in his Frankenstein Monster makeup for photos, but he was never seriously considered.

Broderick Crawford was considered to play the lead of Erique Claudin in the early planning stages.

Cary Grant met with executives of Hammer films in London and told them he wanted to play the role of the Phantom. But Hammer's limited budget precluded this.

Daniel Day-Lewis was considered for the lead role of Andrew Beckett.

Andy Garcia was considered for the lead role of Andrew Beckett.

Michael Keaton was considered for the lead role of Andrew Beckett.

Director Jonathan Demme considered casting Bill Murray in the role of Joe Miller because he felt casting a comedic actor in the role would be a good counter balance for Tom Hanks, but decided to cast Denzel Washington after he showed interest in the part.

Quaid was considered for the role of Andrew Beckett.

Reeve was offered the part of Andrew Beckett but declined writing in a letter to producers that the role was to depressing.

Williams was considered for role of Joe Miller.

Katharine Hepburn wanted Gable to star as C. K. Dexter Haven, but he was busy. Gable would never had agreed anyway since he had got director George Cukor fired from Gone With the Wind.

Katherine Hepburn wanted Spencer Tracy for the part of MaCaulay Connor, but Tracy wasn't available.

Carrey was reportedly considered for the role of Stu.

Ron Eldard was cast as the sniper who terrorizes Colin Farrell. After completion of filming, the studio recast and reshot his role with Kiefer Sutherland.

Gibson was set to star as Stu but backed out.

Will Smith turned down the role of Stu.

This movie was originally supposed to be the sequel to Jagged Edge.

Joseph Fiennes was director Roman Polanski's first choice, but turned down to honor his theater commitments the role for which Adrien Brody won an Oscar.

Binoche was reportedly considered for the role.

Huppert has said in a few interviews that she auditioned for the role and later regretted not fighting for it.

Huston was one of many actresses considered for the Holly Hunter role.

Jennifer Jason Leigh was offered a chance to meet with Jane Campion to read for the part of Ada, but she couldn't make it because she was shooting Rush at the time.

Weaver was director's first choice to play Ada but she was taking a break from films at the time.

Moreau was first choice to play the tyrannical mother of Isabelle Huppert in Michael Haneke's controversial film.

Paul Newman had starred on Broadway as Alan Benson but was overlooked for the film.

Kim Stanley had starred on Broadway as Millie Owens but was overlooked for the film.

Lambert tested for the part of the mysterious Miranda but was not initially cast. However director Peter Weir called her back when he became disappointed with Ingrid Mason as Miranda. Mason graciously accepted the minor role of Rosamund.

Merchant was cast as Mrs. Appleyard but fell ill while travelling to Australia for filming.

Garbo inexplicably showed interest in playing the title character in this 1945 MGM film, as a comeback role. Billy Wilder used this idea for his film Fedora, the story of a seemingly ageless actress.

Entertainment Weekly reported that a disappointing screentest lost the singer the chance to play rock legend Janis Joplin on screen.

Jackie was considered to play Clouseau's assistant Kato.

Had been mentioned to play the bumbling, conceited Inspector Clouseau but may have been considered less 'bankable' than other stars.

Mike Myers was considered for the role of Inspector Clouseau.

Spacey was considered for the role of Inspector Clouseau.

Chris Tucker was considered for the role of Inspector Clouseau.

The ravishingly beautiful, tempestuous star accepted the role of "Simone Clouseau," but the producers refused to meet her personal and salary demands.

Blake Edwards, who had just directed her in "Breakfast at Tiffany's", wanted her participation in the role of the Princess. Project fell apart.

Declined the role of "Simone Clouseau" because she had recently remarried.

Apparently Peter Ustinov turned down the role of Clouseau which was originally a minor part that Peter Sellers went on to play in the film (and the sequels!).

Was originally set to star as Olga. She filmed some scenes, but was eventually dropped and the role was recast.

Darnell was considered for the lead.

Campaigned director Elia Kazan to play the role of a light-skinned black woman who returns to her grandmother's home in the South.

In 1943 MGM considered Greer Garson to star as Manuela.

Director Roman Polansi's first choice for Captain Thomas Bartholomew Red was Jack Nicholson.

Keith Richards (of the Rolling Stones) was supposed to do a cameo as Captain Jack's father. It was cancelled due to a conflict with his tour schedule. He does play the role however in the third film.

Was turned for the role of Will Turner.

Jimmy Buffett was reportedly offered a pirate role, but he declined.

Was considered for the role of Jack Sparrow.

Michael Keaton was considered for the Capt. Jack Sparrow role.

Was considered for the role of Will Turner.

Was considered for the role of Will Turner.

Christopher Masterson was considered for the role of Will Turner.

Was considered to play Will Turner.

Was considered for the role of Jack Sparrow.

Gloria Grahame was the first choice of director George Stevens for the role of Alice Tripp, but Howard Hughes (who ran RKO at the time) would not loan her out. She always felt Shelley Winters did a great job.

Director George Stevens meant the role of "Alice Tripp" to be played by Totter, but MGM would not loan her out.

Some sources say that Steve Martin was intended for the role of Del Griffiths (John Candy) but that he lobbied for the role of Neil Page.

Her role as a receptionist was cut from the film. Ryan has reportedly said in TV interviews that she lost the job because she kept cracking up at the lines.

Turned down the costarring role of "Zira" in the classic version of the film with Charlton Heston.

The great star was the original choice to play "Dr. Zaius" and filmed a scene in makeup with Charlton Heston, but pulled out because he didn't feel his health was up to the rigors of performing daily under heavy ape makeup.

20th Century FOX considered Taylor for the lead role.

Costner turned down a role in Platoon because he did not agree with the tone of the movie.

Oliver Stone considered Johnny Depp to play Private Chris Taylor when Depp was young and still unknown.

Estevez was considered for the role of Chris.

Val Kilmer auditioned for the part of Elias, but ultimately didn't get the role.

Petersen was offered a role in Platoon but opted instead for the TV film "Long Gone," claiming it's the most fun he's ever had doing a film.

Reeves was offered the part of Pvt. Chris Taylor before it went to Charlie Sheen.

Was offered a part of Sgt. Elias Grodin, but passed on it.

Lynn was supposed to make a film comeback in the role of Helene, but tragically died of a stroke at age 45 before the film was made.

Steve McQueen was very interested but told Robert Relyea "The problem with this script is the woman has a stronger role than the man."

Dropped out due to pregnancy.

The future Blanche of "the Golden Girls" actually did film a scene intended for this 1979 film starring Ali MacGraw and Dean Paul Martin. However, that scene ended up on the cutting room floor.

Streisand turned down the role of Jewish French singer Fania Fenelon who was a prisoner in Auschwitz concentration camp in the Arthur Miller penned made for TV movie.

Jamie Lee Curtis talked with the director of this film, and was considered. However the role ended up going to Joan Allen instead.

The role of the TV repairman was written with Van Dyke in mind. In fact, in the original script the name of the repair company was "Rob's TV Repair" after Van Dyke's character in 'the Dick Van Dyke Show,' Rob Petrie.

Turned down the role of the New York drama critic who moves with his wife and family to an old home in the country.

In preproduction, Candy was to voice the character of a turkey, but that character was cut from the Disney animated musical.

Jean Arthur was one of many actresses who rejected the role of Apple Annie.

Shirley Booth rejected the role of Apple Annie.

Hayes turned down the Apple Annie role for several reasons, one being that she didn't like the script.

Hepburn, along with several other actresses, rejected this role in Frank Capra's last movie.

Signed to star in director Frank Capra's remake of his 1933 hit "Lady For a Day," but star Glenn Ford made Capra replace Jones with his then girlfriend.

John Singleton said Ice Cube was supposed to play "lucky" but was too busy.

Matthew Broderick turned down the role of Johnny Utah.

Johnny Depp was considered for the role of Johnny Utah.

Val Kilmer was considered to play Johnny Utah.

Charlie Sheen was considered for the role of Johnny Utah.

When Julia passed on this remake of the French film Nikita, Warner's decided to cast Bridget Fonda.

Val Kilmer was initially offered the headlining role as a private eye. Due to scheduling conflicts Kilmer was forced to decline.

According to Entertainment Weekly, Hanks was one of the actors who were considered for the lead role, which ultimately went to Steve Guttenberg.

According to an article by Entertainment Weekly, Keaton was one of the actors considered for the lead.

According to Entertainment Weekly, Reinhold was considered for the lead.

Willis auditioned for the role of Cadet Carey Mahoney.

Patty Duke auditioned for the lead role.

Barrymore auditioned for the role of Carol Anne Freeling.

Andy Griffith was one of director Mike Addis' choices to play Ron Lake. When Griffith read the script, he was morally outraged and turned it down immediately.

Dennis Hopper was offered the role of Ron Lake, but declined.

Joey Lawrence was considered for the role of Brian, but producers were blown away by London's audition and gave him the part.

In an interview with Leonard Maltin on ET while promoting 'Heat' back in 1995, Pacino & DeNiro said they were offered the lead roles in TPOGV, but it didn't work out for some reason.

In an interview with Leonard Maltin on ET while promoting 'Heat' back in 1995, Pacino & DeNiro said they were offered the lead roles in TPOGV, but it didn't work out for some reason.

Dustin Hoffman was considered to play Popeye alongside Lily Tomlin as Olive Oyl.

Lily Tomlin was considered to play Olive Oyl alongside Dustin Hoffman as Popeye.

Gould turned down the starring role.

In 1950 Joan Crawford was interested in playing the murderess Sheila Cabot but could not get the rights.

Susan Sarandon was originally cast as Madame Merle.

Petula Clark was originally offered the role of Nonnie Parry.

Sally Kellerman reportedly turned the role of Linda Rogo down.

Burt Lancaster admitted on the "Larry King" show, that he didn't think the part of Reverend Scott was right for him, even though the film was very entertaining.

She was to play the overweight former swimming champion who courageously saves the lives of her fellow passengers. Her real life husband, Fernando Lamas reportedly refused to let her accept this part.

Turned down the role of the troubled woman found walking the streets uttering the name "David." Davis went on maternity leave.

Ida Lupino was considered to play disturbed nurse Louise Howell in this Curtis Bernhardt drama.

Scott was considered for the role of The Postal Dude.

Janet Leigh wanted to co-star with daughter Jamie Lee Curtis in the dark comedy about a mother-daughter relationship based on the relationship of Debbie Reynolds and daughter Carrie Fisher.

Jerry filmed scenes as the father of Suzanne Vale, but they were cut.

Debbie wanted to play the part of Doris Mann, because it was based on her, in Carrie Fisher's thinly- veiled real life story, but director Mike Nichols chose MacLaine instead.

Did a screen test for the sexy role of "Cora," the frustrated wife married to an older man in this movie version of the classic James M. Cain thriller.

The great director did a screen test for the role of Greek cafe owner "Nick Papadakis" in this movie version of James L. Cain's classic and sexy thriller.

Sissy Spacek was reportedly considered for the role of Cora.

Turned down the steamy role of the frustrated backwater wife, "Cora" in this remake of the classic James M. Cain thriller.

Raquel Welch was considered for the role.

Burt Reynolds was the first choice to play the successful, driven political consultant in director Sidney Lumet's 1986 drama.

According to the introduction of the published screenplay, Garrison Keillor wrote the part he played for George Clooney.

Had been announced as one of the stars of director Robert Altman's film, playing a 'mysterious angel of death.'.

Van Damme was originally hired to play the predator, but filmmakers decided to go with a much bigger creature.

John Wayne tried for years to get backing to play in this Noel Coward comedy as a change of pace.

Before it was turned into a musical vehicle for Judy Garland, the story had been planned as a straight drama for Lana Turner.

Sam Mendes had shown interest in directing, but Christopher Priest (author of the novel) requested Christopher Nolan.

Almost cast as Duckie when the ending had Andie getting together with Duckie. Per Molly Ringwald, this ending may have stuck if Downey won the role because he didn't give her the "brother vibe" Jon Cryer did.

Turned down a role for fear of being typecast.

Hannah was offered the lead role of Vivian.

Leigh auditioned and won the part of Vivian, but she later changed her mind and turned it down.

Al Pacino was offered the lead role of Edward.

Michelle was offered the part of Vivian, but didn't like the tone of the script.

Christopher Reeve was considered to play the lead role of Edward.

Ringwald was considered to play the lead role.

Meg was the studio's first choice for the lead role.

Stallone was to play Edward in the first version of the script and it was called "$3000" and it was a darker story. When Gary Marshall signed on as director, the script moved closer to the finished, lighter/comedic version.

The movie was originally to star Hugh Jackman, Mark Wahlberg, & Robert Duvall but was postponed after 9/11.