Schwarzenegger was considered for the role of Hando Harrelson.

Wahlberg was considered for the role of Jim Street.

Paul Walker was actually set to play Jim Street but had to back out to do 2 Fast 2 Furious.

A prolonged illness prevented matinee idol and major star Donat from starring for legendary director Alfred Hitchcock as a police detective who unmasks a London terrorist.

Gary Cooper turned down the chance to work for director Alfred Hitchcock, who wanted him to play an innocent man on the run.

Alfred Hitchcock screen-tested the Broadway actor for the role of the spy.

Director Alfred Hitchcock sought Fonda to play the factory worker sent on the run when he's falsely accused of being a traitor.

The handsome star of "Lost Horizon" and "The Philadelphia Story" was unavailable to play for Alfred Hitchcock the head of a ring of dangerous right-wing fanatics.

Director Alfred Hitchcock wanted Barbara Stanwyck, who declined the role.

Alfred Hitchcock wanted the talented, sharp Sullavan to star with Henry Fonda as a couple on the run who unmask a ring of dangerous Fascists.

Bogey wanted his wife Lauren Bacall in the role of Sabrina. Billy Wilder, director, said "No way!"

Audrey Hepburn asked famous couterier Cristobal Balenciaga to design her costumes for this film, but he declined. She then went to Balenciaga's protege Hubert de Givenchy. Although Givenchy received no screen credit, his clothes caused a sensation.

Joseph Cotton had played Linus Larrabee on stage but was not cast in the film.

Cary Grant was scheduled to play the role of the workaholic millionaire "Linus" but pulled out of the project at the last minute.

Margaret Sullavan had played the title character on stage but was not cast in the film.

Robin Wright turned down the lead role.

Binoche was considered for the lead role in the remake of "Sabrina."

Winona Ryder turned down the title role in Sabrina (1995).

'King of the Movies' Gable didn't want to make this film with frequent costar Joan Crawford.

River Phoenix was designated to play the character of Izzy Singer,but Sean Astin got the part after he died.

Salma Hayek was novel writer Clive Cussler's first choice to play Eva Rojas.

Jackman was signed on to play Dirk Pitt but backed out after production was pushed back.

In the late 1990's a live action version of Sailor Moon (anime TV series) was being produced with Davis cast as Queen Beryl. Her character was the only one to be cast before the project was abandoned.

Although she was never officially cast, Kirsten Dunst was said to be the front runner to play Serena/Sailor Moon in a 1990's live action version of the popular Manga.

Brosnan was reportedly considered for the role of Simon Templar.

Fiennes was considered to play Simon.

Gibson was considered for the role of Simon Templar.

Hugh Grant turned down the lead role.

Patrick McGoohan turned down a part in the film for moral reasons.

Schwarzenegger was considered for the role of Simon Templar.

Audrey Hepburn was offered the title role in this film by director Otto Preminger.

According to the biography by Christopher Anderson ("Barbra: the Way She Is")- she was turned down for the lead because she was "too young".

Brando was the first choice for the role of Richard Boyle but turned it down.

She was considered for the role of Delilah, but Columbia would not loan her out.

The Oscar nominated actress was considered for the role of Delilah.

Jean Simmons was one of the actresses considered for the role of Delilah.

Lana Turner was considered for the role of Delilah.

Julie Christie declined director Robert Wise's offer to her of the role of the beautiful missionary.

Turned down the offer to star in Robert Wise's epic to instead work for Alfred Hitchcock.

Davis writes in his autobiography that he had signed to play a role in the drama, but his commitment to the stage musical "Golden Boy" forced him to withdraw.

Kim Novak turned down the role in the Vincente Minnelli movie.

Jean Arthur was considered to replace the deceased Harlow in "Saratoga", but a new format was developed.

Joan Crawford was initially announced to play Carol Clayton, the horse breeder's daughter who falls for a bookie, opposite Clark Gable.

Harlow died with the film about 90% completed, and her remaining scenes were shot with body double Mary Dees and voice double Paula Winslowe. MGM considered scrapping Harlow's footage and re-casting with Jean Arthur or Virginia Bruce, but the reaction at a preview and fan mail changed their minds.

Warner Bros had originally purchased the rights to the Edna Ferber novel as a vehicle for Bette Davis.

In 1955 a musical version of the Edna Ferber novel was proposed to star Judy Garland as the half-Creole Clio Dulaine.

Ann Sheridan was tested for the part of Clio Dulaine, the New Orleans woman who returns from Paris in 1875 to seek revenge.

Hackett was initially set to play the lead female role but was replaced by Anne Fancis due to clashes with the producers.

She was first choice for the role of Brenda, the married woman who has an affair with Jack-the-lad Arthur Seton. Dors' husband/manager, Richard Dawson, advised her against taking the part which she later regreted.

Mary Ure was considered for the role of Brenda.

Miss Bryan was offered the role but retired to get married.

After Jane Bryan refused the role and retired, Miss De Havilland turned down the part. Ironically, she would later play in the radio adaptation of the film.

Groucho Marx was offered a role in this movie. He was tempted, but he turned it down when he learned he'd have to spend an entire winter in Rome.

Federico Fellini chose him for the role of one of the Poets, after working with him in Tobby Damit. He declined.

Neve Campbell was considered for the lead role.

Sissy Spacek auditioned for the role of Myra.

Harrison Ford was considered for the role of Miller.

Michael Madsen turned down the role of Mike Horvath.

Edward Norton turned down the role of James Ryan.

Kirk Cameron was considered to play the lead role of Lloyd.

Connelly was seriously considered for the role Diane Court.

Robert Downey Jr. was considered to play the lead role of Lloyd Dobler.

Lawrence Kasdan was originally set to direct this project.

One of the two projects quickly dropped after the box office failure of Andrews' movie "Star!"

This was to be the life story of Irving Berlin with Frank Sinatra playing the lead role, with Mitzi in a leading role, with many other stars lined up for cameo parts.

Joshua Logan wanted Audrey to play leading role of japanese girl,opposite Brando, but she declined.

According to a New York Times article, Emily was due to play Mandy Rice-Davies, but dropped out. Bridget Fonda played the role and recieved a Golden Globe nomination.

Sidney Lumet signed on at one point to direct but left the project because he didn't agree with all the aspects of Oliver Stone's script.

Edward James Olmos turned down a role in Scarface.

John Travolta turned down the role of Manolo Ray.

Marlon Brando was payed $1 million to play Father McFeely in the Exorcist spoof. He accepted the role but was diagnosed with pneumonia and could not film the part.

Charlton Heston reportedly turned down the Father McFeely role.

Elisha Cuthbert and Paris Hilton were supposed to appear in the film in a House of Wax spoof, but it was canceled.

Elisha Cuthbert and Paris Hilton were supposed to appear in the film in a House of Wax spoof, but it was canceled.

Offered a "more confrontational take" on character. Director went in another direction.

Juliette Binoche turned down a role in this film.

Claire Danes won a role in this movie, but turned it down because she couldn't arrange for tutoring in Poland.

Offered the title role but was afraid his stardom would detract from the message.

Mel Gibson was interested in this film, but Steven Spielberg thought a major star would be distracting.

Roman Polanski turned down a chance to direct the film because it hit to close to home. Polanski was a Holocaust victim until the age of 8, when he escaped from the Krakow Ghetto.

Considered for the part of Amon Goeth.

Martin Scorsese turned down the chance to direct this film, because he felt it was best that a Jewish director take the job.

Alan Thicke was reportedly Spielberg's first choice to play Oskar Schindler in Schindler's List.

Williams was considered to play the role of Jane Toussaint.

Axl Rose was reportedly asked to appear in the School of Rock, along with the rest of Guns n Roses, as a band playing at the battle of the bands.

This movie had been in development since 1996, at that time Jim Carrey was attached to play Shaggy.

This movie had been in development since 1996, at that time Sara Gilbert was attached to play Velma.

Christina was considered for the role of Velma.

Heather Graham was cast and later fired from the film Scorchers.

David Arquette auditioned for the role of Billy, but decided he liked the role of Dewey more.

Barrymore was reportedly offered the lead role before accepting the part of Casey Becker instead.

Selma Blair auditioned for the role of Sidney, and was used in director Wes Craven's screen test. She also appears as Sarah Michelle Gellars friend (phone voice) in scream 2.

Melinda Clarke turned down a role in Scream supposedly because she had already done a horror movie a couple years before.

Was considered for the role of Sydney Prescott.

Garofalo turned down the part of Gail Weathers.

Scheduling conflicts prevented her from landing role of Tatum.

Auditioned for the role of Sydney Prescott in "Scream."

Freddie Prinze Jr. auditioned for the role of Stu.

Turned down the lead role because she didnt want to be playing a teen at 27.

Reese Witherspoon turned down a lead role.

Auditioned for a role.

Alicia Silverstone was considered for the part of Casey Becker.

Auditioned for a role.

Charisma Carpenter was considered for the part of Christine Hamilton.

Jamie Lee Curtis was offered a cameo role in Scream 3, but she turned them down.

Shannen Doherty was considered for the role of Christine Hamilton.

Teri Hatcher was considered for the role of Jennifer Jolie.

Alicia Silverstone was considered for the part of Sarah Darling.

Speedman reportedly turned down the part played by Dempsey.

Kate Winslet was considered for the role of Christine Hamilton.

Turned down the role in the musicalized version of Dickens' classic holiday story.

Had accepted the role in the musical version of Dickens' classic story but had to withdraw because he was involved with a difficult stage production.

Stallone told Ain't It Cool News that looking back, he wished he had done the film.

Michael Stipe (R.E.M.) was reportedly considered to play John Doe.

The great director said in a video interview that he turned down the movie because, as romantic, he didn't subscribe to the script's dark view of the world.

He turned it down to do something else, he talked about it in an interview with Playboy.

The screenplay was originally written for Dustin Hoffman.

Because of a commitment to appear in a TV production, Winters turned down the lead role. She then persuaded director Bryan Forbes to cast her friend Kim Stanley, who did the movie and received an Oscar nomination.

John Ford went to Walt Disney to get Fess Parker for the role of Martin, but Disney wouldn't let Parker do it. Parker didn't know of this for several years.

Hayward was held up on another film and unable to make this hit thriller.

The lead roles were envisioned as a reteaming of Redford and Paul Newman, but when Redford turned it down, Newman was no longer considered.

The lead roles were envisioned as a reteaming of Redford and Paul Newman, but Redford agent told the producers he "does not play old."

Kirk Douglas was first choice to play the duel role of Tony Wilson/Arthur Hamilton. But he would only do it if he could produce the film and director John Frankanheimer was already doing that, so Rock Hudson accepted the role.

Ford was considered for this part, but it was given to Rock Hudson.

Director Alfred Hitchcock wanted to work again with his handsome star of "the 39 Steps' but Donat had other commitments.

Turned down this Joseph Losey-directed drama in which Elizabeth Taylor and she would have played a mother and beautiful young girl locked in a strange relationship.

Kristy McNichol was pulled two weeks before filming though by the film's producers, who feared she might be "difficult" to work with, due to her then-ongoing bouts with manic-depression.

Gwyneth Paltrow was originally set to play Lee Holloway.

Salma Hayek was considerd for the lead role but didn't get it. She opted for the film Frida instead.

Writer Ben Trebilcook's second choice was Val Kilmer for the role of SAS Commando Randolph Herz, a character that Jason Statham was originally set to play.

Writer Ben Trebilcook's first choice was Jason Statham for the role of SAS Commando Randolph.

According to his book, Include me Out, Farley Granger states that he was the second choice for the leading male role after Brando turned it down. History would repeat when Brando also turned down the starring role in "the Egyptian" which in turn Granger turned down.

At one point, Warner Bros thought they would have to film without Cooper so they screen tested Ronald Reagan for the role of Sergeant York.

In the DVD commentary, John Waters says that Divine was intended to play Mrs. Ackerman, the neighbor who doesn't recycle.

Susan Sarandon was first choice to play the lead role.

Cybill Shepherd wanted the lead role but was told by John Waters that she didn't look enough like Ricki Lake to convincingly play her mother.

MGM originally announced Vera-Ellen to play Millie.

In the powerful political thriller, Kirk Douglas had signed to play "Gen. James Mattoon Scott," but thought Burt Lancaster would be better in the role. Douglas instead took the role of "Col. Martin "Jiggs" Casey" when Lancaster signed on.

Was the first choice to direct the film version of the hit Broadway play.

For director Billy Wilder's film version of the Broadway smash, Matthau tested for the role of the middleaged husband tempted to stray with his sexy, beautiful neighbor.

James Stewart was considered for the role of the middleaged husband tempted by his sexy, beautiful neighbor in the Billy Wilder-directed film version of the stage hit.

David Duchovny auditioned for the role of Graham.

Jennifer Jason Leigh was writer-director Steven Soderbergh's first choice for the role of Cynthia, but she turned it down to do Miami Blues. Laura San Giacomo was finally cast.

Steven Soderbergh originally wrote the role of "Ann" for her.

Auditioned for the role of "John."

Was considered by Alfred Hitchcock and his producer as a possibility to play the young smalltown girl who slowly realizes that her beloved uncle is the "Merry Widow Murderer."

Director Alfred Hitchcock had the lovely star in mind to play the young smalltown girl who begins to suspect that her dashing uncle is a murderer.

Director Alfred Hitchcock won the interest of suave, debonair star Powell to play the "Merry Widow" murderer but Powell's studio, MGM, quashed the idea.

Anjelica Huston was considered for the role of Rose.

LL was considered to play Mikey.

Mos Def was considered to play Mikey.

Ryan Phillippe turned down the lead role. Cuba Gooding Jr. replaced him.

Barbra Streisnad was asked to direct and star in SHADOWLANDS but declined to pursue THE NORMAL HEART (which never got made).

Director John Singleton wanted to cast Don Cheadle as Shaft.

Snipes was upset & very vocal about not being cast as Shaft in the 2000 re-make.

O'Neal auditioned for the lead but was reportedly turned down because his skin was too light.

Mentioned as a possible star of the film.

Crowe has stated that he was offered the part by Harvey Weinstein if he would sign on for a package deal of 4 films. Crowe refused but continued to lobby for the part of Shakespeare.

In about 1996, Daniel Day Lewis was cast alongside Julia Roberts, but dropped out weeks before shooting began.

Colin Firth was supposedly considered for the title role before playing Lord Wessex.

Foster was considered for the lead role.

Had been the front-runner to co-star in the movie with Julia Roberts.

Julia Roberts turned down the lead role.

Meg Ryan was considered for the lead role.

Kate Winslet turned down the lead role.

Robert Carlyle was offerd the part of David.

Katharine Hepburn was said to be considered for the role of Marian Starrett.

Costner was offered the part of the main character Andy Dufresne in the Shawshank Redemption.

Tom Hanks turned down the role of Andy Dufresne due to scheduling conflicts with "Forrest Gump."

Brad Pitt was intended for the role of Tommy Williams.

Rob Reiner reportedly offered to buy the rights to the script so he could direct.

RKO wanted the stunningly beautiful, intelligent Dee for the title role in their movie version of H. Rider Haggard's fantasy adventure novel. Dee was unavailable.

RKO was unable to secure the handsome actor for the role of Leo Vincey in their fantasy adventure spectacle from the H. Rider Haggard novel.

Peter Lorre\'s agent signed him for the part but after reading the script, not only did he refuse to do the movie, he fired his agent.

Rosario Dawson was to have a role in the film, but production was pushed back and she had to drop out to shoot Alexander.

One of the two projects quickly dropped after the box office failure of Andrews' movie "Star!"

The actor was mentioned as a possible co-star with Julie Andrews in a big film musical based on the Broadway show and on the Ernst Lubitsch movie called "The Shop Around the Corner." The financial failure of Andrews' "Star" helped torpedo the movie.

The director had been set to helm a film version of the Broadway musical, with Julie Andrews and Daniel Massey as co-stars.

The fine actor, who had won an Oscar nomination for "Star!," was set to re-team with Julie Andrews in a film version of the Broadway musical based on the great film "The Shop Around the Corner."

According to her autobiography, Bo Derek was offered to play Sheena but had other projects she preferred to do.

American novelist Vanna Bonta was offered the "Sheena, Queen of the Jungle" try out, and she even tested for the part but backed out to be loyal to writing, her first love.

Bernardo Bertolucci asked Griffith to play the lead but she turned it down because she was pregnant at that time.

Richardson said she sent Bertolucci a long letter explaining why she wanted to play the female lead, but was turned down.

The parents of the young boy from "Close Encounters of the Third" turned down director Stanley Kubrick's offer to cast him as Danny Torrence. They objected to the subject matter and themes.

The stage, film and television actor was one of Stephen King's strong suggestions to director Stanley Kubrick; King felt that the descent into madness of an actor like Moriarity would have been more frightening and surprising.

Stephen King tried to talk director Stanley Kubrick into casting a more normal-looking actor as Jack Torrence to better dramatize a man's gradual descent into insanity.

MGM planned to star Norma Shearer in this adaptation of the Broadway Hit, but it took 3 years to get around to making the film, and Joan Crawford became the star.

Garbo turned down the lead role of Dorothy Daley in this film.

Bette Davis turned down the part of the lonely aging divorcee Mary Treadwell in this Stanley Kramer drama.

Katharine Hepburn turned down the part of the lonely aging divorcee Mary Treadwell in this Stanley Kramer drama.

Had been announced to costar with John Travolta in the delicate, complex role of Wavey Prowse before both stars moved on.

One of the stars who considered starring in the movie version of the novel by E. Annie Proulx.

Travolta had actually been expected to try and tackle the complex role of an emotionally battered man who returns to his family home in Newfoundland to begin again.

The rapper turned down the villainous role in the movie version of Pulitzer Prize winner Stephen Hunter's thriller novel, "Point of Impact."

Keanu Reeves was named as the lead (Bob Lee Swagger) but at that time the movie was stalled.

After breaking his leg when the horse-drawn carriage in which he was riding overturned, Scofield had to withdraw from the Sir Randolph Nettleby role.

Originally offered the leading role which he accepted only on the provision that not a word of the screenplay be changed.

Fallon dropped out of the project just before filming began.

Steve Martin admits that he considered Tom Hanks for the role of Ray Porter.

Crawford inherited the part of chorus girl Daisy Heath from Jean Harlow who died before she could play her. Crawford declined the role and was replaced by Rosalind Russell, who was sent to England to make the Citadel, and replaced by Margaret Sullavan.

Alfred Hitchcock wanted Connery to play the role of a man who, sent to intercept and kill a dangerous spy, falls in love with the spy's beautiful wife.

Alfred Hitchcock's long-in-development project might have starred Deneuve as the wife of a spy who escapes from a London prison.

The great director spent several years late in his life developing with a number of screenwriters a romantic spy thriller set in Finland involving a dangerous spy, a man sent to kill him, and the spy's beautiful wife.

Alfred Hitchcock was so impressed by Lauter's performance in "Family Plot," he seriously considered him for a major role as a villain.

Alfred Hitchcock had Matthau in mind to play a wily, sadistic spy escaped from a London prison.

Alfred Hitchcock seriously considered pairing Ullmann with Sean Connery in the romantic spy thriller set in London, Finland and Russia.

Sophia Loren was the first choice, but she became ill before filming.

Romy Schneider was unable to star as Maria, due to scheduling conflicts.

The plan was to cast Jeanette MacDonald and Nelson Eddy as the lovers. However, production was postponed and the roles were reassigned to Kathryn Grayson and Howard Keel.

Judy Garland was the everyone's original choice for the role of Julie LaVerne, but Judy's health problems resulted in the termination of her Studio Contract.

The gorgeous, gifted Horne badly wanted the role of "Julie LaVerne," a tragic black singer who tries to pass for white.

The plan was to cast Jeanette MacDonald and Nelson Eddy as the lovers. However, production was postponed and the roles were reassigned to Kathryn Grayson and Howard Keel.

Russ Columbo was selected for the role by Universal Pictures studio boss Carl Lammelle, but unfortunately, Columbo was accidentally killed in 1934 during the film's preproduction; causing the film to be delayed 2 YEARS until the part was recast with Alan Jones.

Drew Barrymore was offered the lead role of Nomi in Showgirls.

Auditioned for the title role of Nomi.

Turned it down because of too much nudity. Richards told director Paul Verhoven to "keep her in mind" for other roles. He cast her in his next film "Starship Troopers."

Theron auditioned for the lead role of Nomi Malone in Showgirls.

Apparently Fallon tested for the voice of the magic mirror.

Chris Farley was originally cast as Shrek and even recorded the dialogue before he passed away.

Daniel Day-Lewis was director Alex Cox’s second choice for the role of Sid Vicious.

Courtney Love auditioned for the part of Nancy Spungeon, but was given the smaller role of Gretchen instead.

Tim Roth was Alex Cox's first choice as Johnny Rotten, but Roth turned out, as he felt that the film was depicting far too recent history.

Very much wanted to play the womanizing actor "Jack," but the director preferred a much less well-known persona.

Jodie Foster turned down the role.

Madonna was approached to star by the director of several of her videos, but declined because of the amount of nudity the role required.

Depp was considered to star as Graham Hess.

Clint Eastwood was considered for the role of Graham Hess.

Paul Newman turned down the lead role.

Mark Ruffalo had to withdraw as the character Merrill Hess because of illness.

De Niro was considered for the role of Hannibal Lecter.

Robert Duvall was considered for the role of Hannibal Lecter.

Louis Gossett Jr. was considered for the role of Hannibal Lecter.

The first choice to play Hannibal Lecter.

First choice to play Hannibal Lector, but had to pass due to illness.

Irons was considered for the role of Hannibal Lecter.

Jacobi said in an interview that he was on the short list of actors considered for the role of Hannibal Lecter.

Considered for the Jack Crawford role.

Considered for the lead role of Hannibal Lecter.

Jack Nicholson was considered for the role of Hannibal Lecter.

Michelle Pfeiffer turned down the lead role of Clarice Starling.

Was considered for the role of Jack Crawford.

Ryan was considered to play Clarice Starling.

According to an EW.com article, Brooke Smith auditioned for the role of Clarice Starling. When she heard that Michelle Pfeiffer (a close friend) was also up for the role, "My first response was, 'Oh great, I'll have to play the fat girl in the hole.' And Michelle said, 'You'll be great at that!' I said, 'Thanks a lot!'" Brooke was ultimately cast as Catherine Martin.

Emma Thompson turned down the role of Clarice Starling.

Miss Miller had been promised the role of the campy swimming star, but MGM decided she and the film's star, Cyd Charisse, were too similar to be in the same film. Miss Miller asked out of her contract as a result.

Lily Tomlin auditioned for the role of Dolly.

According to Vanity Fair, Pitt was offered the lead role but passed because he did not want to do another depressing story after Interview with the Vampire and Legends of the Fall.

Kate Bosworth turned down the role of Gail.

Steve Buscemi turned down a role in the film.

Willem Dafoe turned down a role in the film.

Had to pass on the role of Jackie Boy because of prior commitment.

Leonardo DiCaprio turned down the role of Junior.

Michael Douglas turned down the role of John Hartigan.

Michael Madsen was originally considered for the role of Marv.

Jessica Simpson auditioned for the role of Nancy Callahan during an episode of Newlyweds. She was upset afterwards and said she didn't think she did a very good job