Sissy Spacek was first choice to play lead.

Julia Barr read for the part of Vickie Thailer with Robert De Niro.

Beverly D'Angelo tried out for the role of Vickie.

Stone auditioned for but did not get the part of Vickie.

Altman was originally scheduled to film version of E.L. Doctorow's great novel.

Her performance as Emma Goldman was deleted shortly before the movie's premiere. Studio executives were concerned that the public would confuse their film with Warren Beatty's "Reds," in which Maureen Stapleton portrayed Emma Goldman.

According to an early 80's interview with Letterman, Nastassja expressed dissapointment about not getting Foreman's 'Ragtime.'

Danny DeVito was supposed to get the part of Sallah in Raiders of the Lost Ark.

Amy Irving was reportedly considered for the role of Marion.

Tim Matheson (Otter from Animal House) was considered for the role of Indiana Jones.

Came very close to being signed to play Indiana Jones.

Nick Nolte turned down the role of Indiana Jones.

Tom Selleck was originally pursued by Spielberg & Lucas to play Indiana Jones, but it conflicted with his agreement to do Magnum P.I.

John Shea was involved with the screen tests for the role of Indiana Jones.

Winger turned down the lead role.

Sean Young tested for the role of Marion Ravenwood.

Marilyn hoped to make a TV version of Somerset Maugham's Rain, playing the prostitute Sadie Thompson, to be directed by her Actors Studio teacher Lee Strasberg.

Hoffman was originally going to play Charlie (Tom Cruise) but then decided to play Raymond instead.

Dustin Hoffman wanted Bill Murray to play the part of Charlie.

Jack Nicholson turned down the part of Raymond.

The script was originally written with Dennis Quaid and Randy Quaid in the lead roles.

The script was originally written with Dennis Quaid and Randy Quaid in the lead roles.

Reeves was turned down for the role of Charlie.

Turned down the part for "Charlie Babbitt", possibly due to schedule conflicts.

Charlie Sheen was turned down for the role of Charlie.

Backed out of the director's chair because he needed to start on Indiana Jones & the Last Crusade.

J.T. Walsh was originally supposed to play the psychiatrist.

In 2000 Annette Bening was attached to star as Judy Garland in this biopic, based on the book "Rainbow's End: the Judy Garland Show" by Coyne Steven Sanders.

According to an interview with Francis Ford Coppola, Johnny Depp was his first choice for the lead but was vetoed by the studio as he wasn't a big enough name at the time.

Norton was considered for the role of Rudy Baylor.

Elvis said he was up for a role in an interview, even though the claim was later disputed.

Proper Garson was to play the adulterous Lady Edwina Esketh, but she was not cast. Instead she played Mrs. Chips in Goodbye Mr. Chips and started the first of her wife-great lady roles.

Kevin Costner was considered for the lead role.

Producers wanted to write Travolta into the script as Rambo's sidekick, but Stallone was not interested.

Lundgren was going to have a part in the film, but when Stallone realised he was also going to be in Rocky IV, he decided not to use him.

Rita Hayworth made a color screen test with Don Ameche and Gilbert Roland for the title role.

One of the many roles that Crawford lobbied for but lost to Greer Garson, which told Crawford that her days at MGM were numbered.

Washington was considered to play the lead role but turned it down.

Twentieth Century Fox's Darryl F. Zanuck considered Judy Garland for the pivotal supporting role of Sophie. According to some sources, he made overtures to MGM, which refused to loan her.

Hayward was supposed to have played Sophie in The Razor's Edge but she wanted to take some time off after the birth of her twins.

John Gielgud was originally cast as Elliott Templeton, but replaced at the insistence of star Bill Murray.

Katharine Hepburn was offered the role of Southern belle Loxi Claiborne and declined it.

Tested for the role of "I," and later played small roles in Hitchcock's "Suspicion" and "Lifeboat."

Alfred Hitchcock was very impressed by Baxter, but feared she might be too young to be convincing in the love scenes.

Turned down the offer by director Alfred Hitchcock and producer David O. Selznick to play Maxim de Winter.

Olivia de Havilland was one of Hitchcock's final choices but she refused the starring role when she learned that her sister Joan Fontaine was also being considered.

The beautiful, sleek brunette tested for the role of "I."

Alfred Hitchcock wanted him to play the handsome, troubled "Maxim de Winter," but he declined reportedly for health reasons.

Douglas' name was put forth as one of the potential casting choices to play "Maxim de Winter" in the film version of the romantic thriller directed by Alfred Hitchcock.

The Oscar-nominated actress was considered as a candidate to play "I," but was unavailable due to other film commitments.

Considered for the role of "I" was the Broadway and film actress, who provided the screams in "King Kong" (1933) and who later originated the role of "Laura" in "The Glass Managerie" on Broadway.

The gentlemanly Howard was one of the star names suggested to play "Maxim de Winter."

Read for Alfred Hitchcock for the role of "I."

Director Alfred Hitchcock screen-tested Vivien Leigh for the role Joan Fontaine eventually played, but found Leigh too beautiful and sophisticated for the role.

David O. Selznick originally bought the rights to the novel for Carole Lombard.

Anita Louise was considered for the part of Mrs de Winter.

The sophisticated Broadway star (who later starred in "Kiss Me Kate" on stage) was seen for "I," but rejected because she was so beautiful and sultry, she could have played "Rebecca" who is never seen in the film.

David Niven was considered for the part of Maxim de Winter.

In her autobiography, she writes that she was the first choice to play the second "Mrs. de Winter."

Considered as a very strong contender to play the aristocratic, troubled hero of Alfred Hitchcock's film version of the popular Daphne Du Maurier bestseller.

Alfred Hitchcock resisted pressure by producer David O. Selznick to cast the young actress who had starred for the director in "The Man Who Knew Too Much" and "Young and Innocent."

Director Alfred Hitchcock was very intrigued by the possibility of attracting the suave, debonair comedian to play his dark, tortured hero with a secret.

Considered for the role of "I."

Alfred Hitchcock was impressed by Margaret Sullivan's screen test for the role of the second "Mrs. de Winter."

Tested for the role of the second Mrs. de Winter.

Richard Beymer tested unsuccessfully for the role of Buzz.

Producer Jerry Wald had Brando lined up for a movie version of Dr. Robert M. Lindner's non-fiction work about the analysis of a young criminal. The project was shelved, but later, reconstituted with another script concept and leading man.

Tested for the role of "Judy," the misunderstood teenage girlfriend.

Joan Crawford was originally cast as Broadway showgirl Mona Leslie in this film, but replaced one week before production began.

Bettany was offered the role of Dolarhyde (The Tooth Fairy).

Nicolas Cage was considered for the role of Dolarhyde.

Ethan Hawke was considered for the role of Will Graham.

Penn was considered for the role of Dolarhyde.

Jeremy Piven was considered for the role of Dolarhyde.

Joan was initially cast opposite Clark Gable but MGM removed her to end the affair she was having with Gable.

This film was written with Sean Penn in mind, but Craven chose to go with younger leads.

This film was written with Robin Wright Penn in mind.

Joan Crawford was considered briefly to star in Red Headed Woman.

MGM initially planned to star Garbo as Lil Andrews.

Barbara Stanwyck was considered by MGM for the part of the ambitious secretary who tries to sleep her way into high society.

Director Howard Hawks originally offered the starring role in his masterrful Western to Cooper, who declined it because he felt the role was too driven and ruthless to suit his screen image.

Cary Grant was director Howard Hawks's original choice for the role of gunslinger Cherry Valance. Grant declined and the part was diminished in the film.

Originally intended as a project for Merle (with a trained dancer taking her place when required).

Betty Hutton was fired from this comeback film.

Warren Beatty offered Julie Christie the Oscar-nominated role of "Louise Bryant," the woman who leaves her husband and becomes a passionate, committed feminist and proponent of progressive social reform.

Turned down the offer to star for director John Huston in the movie version of Carson McCuller's novel about an Army major's tragic denial of his sexual desires.

Elizabeth Taylor wanted Clift to co-star with her in the John Huston-directed film, in which he would have played a sexually-repressed Army major. Clift died before filming began.

Turned down the role of the "Major Weldon Penderton," a tortured man hiding his homosexual desires.

Director John Huston's choice for the leading role of a sexually tormented Army major.

When she was a new arrival in Hollywood, Vanna Bonta turned down two role offers in the film reportedly because she felt they were exploitative.

Vin Diesel was actually cast in the movie but dropped out over "creative differences."

Turned down the part of the housekeeper.

Turned down the part of Miss Kenton.

Christina Aguilera was reportedly considered for the role of Mimi.

At a point when Spike Lee was attached to direct RENT he reportedly considered singer Marc Anthony for the role of Roger.

Wilson Cruz was reportedly attached to play Angel before Chris Columbus came on board to direct.

Neil Patrick Harris was reportedly attached to play Mark at one point.

At one point, Beyonce was supposedly considered to play Mimi.

Spike Lee was signed on to direct the film, but changed his mind during preproduction.

When Spike Lee was attached to direct RENT, he tested Brittany Murphy for the role of Mimi. He left the project before it was ever cast. When Chris Columbus signed to direct as a feature film, he recruited the original Broadway stars (with the exception of Daphne Rubin-Vega who was pregnant, and Fredi Walker who agreed herself she had aged too much).

Shakira was reportedly attached to play Mimi before Chris Columbus came on board to direct.

Campaigned heavily to play Roger in the movie version of RENT both to Spike Lee (attached to direct but left the project) and to eventual director Chris Columbus. Dispite his want to play the role, he was never seen as appropriate vocally or in appearance.

Rikki Lee Travolta was reportedly attached to play Roger at one point.

Usher was reportedly considered for the role of Benny when Spike Lee was attached to direct.

George Clooney tried out for the role of Mr. Blonde.

Robert Forster tried out for the Joe Cabot role.

Jackson auditioned for the part of Mr. Orange, but lost to Tim Roth. However, he left an impression with Tarantino who eventually wrote the part of Jules in Pulp Fiction specifically for him.

Quentin Tarantino wrote the part of Mr. Pink for himself, but gave it away to Steve Buscemi.

The role of Vic Vega (Mr. Blonde) in Reservoir Dogs was written for John Travolta, but he declined the low budget independent film. Director Quinten Tarantino then wrote the role of Vinnie in Pulp Fiction with Michael Madsen in mind, but when Madsen was unavailable it went to John Travolta. Thus, Tarantino gave Vincent the same last name as Vic - Vega, making the characters brothers. (A proposed Vega Brothers film featuring the two characters has been discussed but never come to be).

Walken turned down the role of Mr. Blonde.

Tarantino wrote a part in the film with James Woods in mind and made numerous offers all of which Woods's agent shot down. Woods later met Tarantino and it turned out Woods's agent never even told Woods about the offers. Woods fired his agent over this incident. It is widely beleived that Woods was meant to play Mr. Orange.

Robin Williams refused to reprise the role of the Genie.

Reportedly gave up the role of Capt. Call to Jon Voight.

Clooney turned down the lead role.

Cuba Gooding Jr. turned down the role of Tony Croft.

Mickey was offered a role in Guy Ritchie's Revolver but turned it down to do Domino instead.

Director/star Laurence Olivier wanted Welles to play Buckingham, but changed his mind when his friend Ralph Richardson said he wanted the part. Olivier later wrote that he regretted the decision.

At the peak of her career, in 1968, stepping down after completion of "Wait until dark", Audrey was offered the lead in this production. A lesbian role, much in the line of "the children's hour": human and intense. Her withdrawal was irreversible, however.

Kate Beckinsale was considered for the lead role.

Jennifer Connelly was considered for the lead role.

Gwyneth Paltrow turned down the role of Rachel.

Director Howard Hawks offered Montgomery Clift the role of Dude, the alcoholic deputy, but Clift turned down the opportunity to work again with his Red River co-stars John Wayne and Walter Brennan.

After locations had been scouted, the studio pulled the rug from under director Burton's period epic with Jim Carrey because his budget was too big.

Was turned down for the role Joel.

Michael J. Fox was considered for a part.

Tom Hanks auditioned for the role of Joel.

Was considered for the role of Joel.

Jessica Lange was offered the lead in "The River," but chose to produce and star in her own farm movie - "Country."

River Phoenix was beat out for the role of Paul by Brad Pitt.

Marlon Brando was cast as William Randolph Hearst, but eventually dropped out.

Gene Hackman was considered to replace Marlon Brando in the role of William Randolph Hearst. The film was eventually scaled down to a TV movie.

Dustin Hoffman was cast as Herman J. Mankiewicz, but eventually dropped out.

Madonna was cast as Marion Davies, but lost the role after the film was scaled down to a TV movie.

Edward Norton was cast as "Citizen Kane" director Orson Welles, but lost the role after the film was scaled down to a TV movie.

Al Pacino was considered to replace Dustin Hoffman in the role of Herman J. Mankiewicz. The film was eventually scaled down to a TV movie.

Ridley Scott was slated to direct, but eventually dropped out.

Meryl Streep was cast as Louella Parsons, but lost the role after the film was scaled down to a TV movie.

On October 13, 1977, it was announced that Bing Crosby, Bob Hope, and Dorothy Lamour were reuniting for another "Road" movie. Unfortunately, Bing Crosby died the next day, and the movie was cancelled.

On October 13, 1977, it was announced that Bing Crosby, Bob Hope and Dorothy Lamour were reuniting for another "Road" movie. Unfortunately, Bing Crosby died the next day, and the movie was cancelled.

On October 13, 1977, it was announced that Bing Crosby, Bob Hope and Dorothy Lamour were reuniting for another "Road" movie. Unfortunately, Bing Crosby died the next day, and the movie was cancelled.

Before the highly-touted '80s project about a cattle drive fell apart, Nicholson was supposed to star in the film.

Originally cast in the great role of nightclub hostess "Panama Smith."

Was considered to play "Panama Smith," the gutsy, sentimental, tough nightclub hostess.

The beautiful, gutsy redheaded star was the first choice to play the great role of cafe hostess "Panama Smith" -- based on a real-life counterpart, "Texas Guinan."

Jessica Lange replaced Miranda Richardson for the role of Mary MacGregor.

Studio bosses offered the "Marcellus Gallio" role to Power, but he instead chose to do a stage play.

Sean Connery thought it would be funny if he reprised his King Richard role from Robin Hood: The Prince of Thieves, but in drag. Mel Brooks found it funny too, but turned him down due to his salary.

Mel Gibson turned down the role of Robin Hood because he had just done Hamlet.

Dropped out of the film, in which she would have played "Maid Marion," because she discovered she was pregnant.

Rutger Hauer was considered for the role of Robocop.

Ironside was considered to play Robocop.

Kaplan was considered to direct but left to do Project X with Matthew Broderick.

Schwarzenegger was considered early on to play Robocop.

Stephanie Zimbalist was considered for a role, but it conflicted with Remington Steele.

Was set to reprise the role of Alex Murphy/RoboCop, but backed out to pursue other projects.

He was pursued for the part of John Mason but turned it down.

Brad Pitt was originally considered for the part of Chris "Izzy" Cole.

Johnny Depp was nearly cast as Cliff Secord.

Hackman was considered for the role of Rocky Balboa.

Bette Midler turned down the role of Adrian.

Professional boxer Ken Norton was set play Apollo Creed, but dropped out 2 days before shooting.

Producers offered Sly $150,000 to let Ryan O'Neal play Rocky but he refused (Sly wrote the movie).

The studio tossed Redford's name around for the role of Rocky.

Burt Reynolds was considered to play Rocky Balboa.

Susan Sarandon tested for the role of Adrian.

Carrie Snodgress was considered for the role of Adrian.

Lundgren was offered to reprise his role of Ivan Drago but declined due to scheduling issues.

Due to schedule conflicts, Sage Stallone (Sly's son) did not reprise his role of Rocky Balboa Junior from Rocky V.

According to imdb, Mr. T declined an offer to reprise his Clubber Lang character in Rocky Balboa.

In an interview, Cliff De Young said that Richard O'Brien (writer/actor in Rocky Horror Picture Show) and Jim Sharmen (director)first asked him to play Brad Majors. Cliff De Young was busy making a television series called "Sunshine" and had to decline. Cliff eventually went on to play Brad Majors in Shock Treatment, the sequel.

Mick Jagger wanted to play Dr. Frank N Furter.

Professional boxer Joe Frazier was considered for the role of Clubber Lang. When it came time to read for the part, he was unable to read it and had to be cut.

Professional boxer Earnie Shavers was considered for the raole of Clubber Lang.

Bay City Rollers were to play the band.

The beloved film's original director, Capra planned to costar Elizabeth Taylor and Cary Grant.

Suzanne Cloutier was a top choice for the role of Princess Ann but was unavailable.

Turned down role of Joe Bradley.

Paramount wanted Jean Simmons, before Audrey Hepburn was finally hired.

Paramount wanted Elizabeth Taylor for the role, before casting Audrey Hepburn.

Bacall was put on suspension at Warner Brothers for refusing to play Elvira Kent in this musical, which is mainly remembered as the vehicle that gave Doris Day her big break.

Warner Bros hoped to borrow Judy Garland from MGM to play Georgia Garrett but an agreement could not be reached.

Betty Hutton was second choice after Judy Garland for the part of Georgia Garrett, but had to withdraw due to pregnancy.

Jessica Lange was offered the female lead opposite Michael Douglas in this romantic-comedy after her success with Frances and Tootsie. She turned down the part in order to tackle "more serious" work.

Paul Newman was offered the part of Jack Colton but he felt that there was unnessecary and excessive violence in the movie.

Christopher Reeve turned down the lead role of Jack Colton.

Sylvester Stallone turned down the lead role of Jack Colton.

Was offered the part of Juliet, but couldn't accept due to her contract with All My Children.

Hewitt auditioned for the role of Juliet.

Reportedly the first choice for Juliet.

Ricci auditioned for the role of Juliet.

Kate Winslet was considered for the role of Juliet.

Witherspoon was considered to play Juliet.

Juliet was another role that Norma Shearer was given over Joan Crawford, though after seeing the film, Joan was glad she wasn't cast.

Gielgud was the first actor to be offered the role of Romeo, but turned it down because he didn't think Shakespeare could be effectively produced on film.

When Barrymore's drinking started causing problems on this production, Powell was approached to replace him in the role of Mercutio. Powell, a close friend of Barrymore's, refused.

Anjelica Huston has stated that she was "desperate" to read for Zeffirelli's film, but her father had her cast in 'A Walk with Life and Death' instead.

Director Franco Zefferelli originally wanted Paul McCartney (The Beatles) for the part of Romeo. McCartney turned him down for two reasons. One, he didn't think he was good enough of an actor to take on Shakespeare and two, the Beatles were recording their classic album, "Sgt. Pepper" at the time of filming in 1967.

Pasha Grishuk was considered for the role of Natacha Kirilova.

Offered the role of "Alice Aisgill."

Clift was the first choice of director Alfred Hitchcock to play brilliant, sophisticated and devious thrill-killer "Brandon Shaw."

Grant was director Alfred Hitchcock's first choice to play the caustic, flippant professor "Rupert Cadell."

Wright was supposed to do this movie but by the time it was made she had broken her contract with Sam Goldwyn.

The famed British director revealed that he was simultaneously offered the chance to direct the Janis Joplin-esque musical "The Rose" or "Valentino."

Mitchum and director Otto Preminger so clashed that, after a few days of filming this 1975 about terrorists kidnapping five millionaires' daughters, another actor replaced the star.

Although he had acquired the movie rights to Ira Levin's novel, the director-producer of such fun "gimmick" low budget horror movies of the '50s and '60s as "The Tingler" got rejected as the director because studio heads felt his reputation would tarnish "Rosemary's Baby."

One of the top contenders for the leading role but the material didn't interest her.

Turned down the role when director Roman Polanski's first choice, Tuesday Weld, refused to do a screen test.

Turned down the chance to acquire Ira Levin's novel and, later, to direct the film version.

Robert Redford was considered for the lead role but opted to do Downhill Racer.

Turned down the lead role of Guy Woodhouse.

Tuesday Weld was considered for the lead role.

Universal bought the rights to Ruth Gordon's play "A Very Rich Woman" for Hepburn. Gordon had co-written "Adam's Rib" and "Pat and Mike," but Hepburn--despite a long friendship with Gordon--wasn't interested in this material.

Neve Campbell was considered for a role in Rounders.

Heather Graham reportedly turned down the lead female role.

Elvis Presley's manager, Colonel Tom Parker, had hoped to land West for the role of Maggie Morgan. West, though interested at first, didn't like the script or the terms of her contract.

Orginally, Hackman turned the role of Royal Tenenbaums down, and Beatty was considered to play the role instead. However, Hackman later agreed to make the film.

Huston originally turned down the role of Etheline Tenenbaum until director Wes Anderson added some additional scenes with her character.

Fell pregnant and was replaced by Judy Garland, who was replaced by Jane Powell.

Called back from MGM leave to replace the pregnant June Allyson, but subsequently fired for lateness and absences. Like the Barkleys of Broadway, this was another unsuccessful attempt to re-team Garland with Fred Astaire.

The first leading lady attached to this project was Vera-Ellen. The role subsequently went to June Allyson, then Judy Garland (who both left the project) and finally Jane Powell.

Bob Hoskins was originally intended to play the part of Jack Ruby. Due to the scheduling of Hook, he was unable to start filming this project.

Bale did not want to reprise the role of Patrick Bateman from American Psycho. Casper Van Dien was cast as Patrick, but the scenes were deleted.

Christina Ricci turned down the role of Lauren Hynde.

Master director Jean Renoir offered her the role of "Christine de la Chesnaye" in his masterpiece "La Regle du jeu," but the slinky and beautiful young star declined.

Tom Cruise turned down the lead role in order to do "Risky Business" instead.

Considered for Kevin Costner role.

One of several actors attached at some point, because the film was in development for over 10 years.

Bullock was considered to play the lead role of Maggie.

One of several actors attached at some point, because the film was in development for over 10 years.

One of several actors attached at some point, because the film was in development for over 10 years.

One of several actors attached at some point, because the film was in development for over 10 years.

One of several actors attached at some point, because the film was in development for over 10 years.

One of several actors attached at some point, because the film was in development for over 10 years.

One of several actors attached at some point, because the film was in development for over 10 years.

One of several actors attached at some point, because the film was in development for over 10 years.

Christopher Reeve was originally considered for the lead role.

Swayze was considered for the role of Ben Richards.

Annette Bening replaced Julianne Moore as the mother in the film version of Augusten Burroughs' memoir.

Eddie Murphy turned the role down to star in Holy Man.

According to IMDB, director Bret Ratner wanted to cast Gong Li in the film.

A biography of Ruth Snyder, the last woman to be executed in the electric chair, was a project proposed for Barbra Streisand in the 1970's.

Madonna was up for the Bette Midler part they were unable to come to contract terms.

Thomas Hayden Church turned down a role in RV to do Spider-Man 3.

In an interview on the Tonight Show, Foxworthy told Leno he was offered the lead role, but turned it down.

Carly Schroeder was cast as Cassie but left the film due to scheduling conflicts with Firewall.

Turned down the offer to work again with her "Dr. Zhivago" director David Lean on this exquisite love story set in Ireland.

O'Toole was considered for a role.

Was enthusiastic to accept the role of Charles Shuaugnessy but David Lean turned him down.

Oscar-winning actor Scofield turned down director David Lean's offer of the lead role.