Bullock was actually hired for the role of Richard Fletcher, but had to pull out at the last minute.

The producers loved Crispin and offered him the part of Philo. Crispin read the script and said the only role he'd be interested in playing was "Crazy Ernie." They couldn't see him in the role.

The "MST3K" creator was offered the role of Philo, but he turned it down because he was feeling a little burnt out on Hollywood.

Christopher Lloyd was briefly considered for the role of Stanley Spadowski before their first choice, Michael Richards, was hired.

A young David Spade auditioned for the part of Bob. Shame he wasn't cast; we could've seen him hit in the face with a frying pan.

The producers wanted Sly to cameo as a "helicopter rentals" booth clerk in a scene that parodied Rambo. He passed.

Jennifer Tilly auditioned for the role of Teri.

Moore turned down the role of Audrey Dunn.

Producers reportedly were looking for a way for Busey's character to be resurrected from the first film, but decided against it.

Warner Brothers reportedly had difficulty finding an actor for the villain role in Under Siege 2. Goldblum turned down the role.

Julian Sands was one of several actors to turn down the role of Travis Dane.

Richard Burton turned down the lead role because he was playing in Noel Coward's "Private Lives" along side Elizabeth Taylor.

Fiery temperament reportedly got her fired after two weeks of filming what was to have been her American debut in movies.

Offered the role of Paul but it was decided that the sexy lover should be European instead of American.

Offered the role of the lover, Paul.

Turned down the role of the husband, Edward.

Curtis refused the role of Lancaster's brother, feeling that at this point in his career, he no longer needed to play seconds leads.

Late in his career, director Alfred Hitchcock flirted with the idea of casting Eastwood as a flawed hero up to his neck in criminals and trying to help a sad blonde in distress in a movie version of Elmore Leonard's great novel.

One of the last projects considered by director Alfred Hitchcock was based on the gritty Elmore Leonard novel about a flawed hero up to his neck in criminals and getting caught up with a sad blonde in distress.

In his DVD commentary writer/director Paul Mazursky says F Murray Abraham read for the part of Charlie.

In his DVD commentary writer/director Paul Mazursky says Alan Arkin was the second choice for Saul, after Anthony Hopkins declined.

Turned down the high-profile role of a woman who makes a new life for herself after being left by her husband.

In his DVD commentary writer/director Paul Mazursky says Anthony Hopkins was his first choice for the part of Saul.

MGM executives sought the Broadway star to play opposite Shirley MacLaine in the movie version of Meredith Wilson's stage musical.

According to a friend of director Chuck Walters: "His first choice for the lead role was Shirley MacLaine, but Debbie campaigned to unseat her. She and Chuck were buddies, so she played that card big time! Debbie even called Shirley directly to talk her out of accepting the role. Shirley had tons of other offers, so she graciously stepped aside. That made it possible for Debbie to play the role and garner her only nomination as Best Actress."

Davis was considered for the lead role, when the project was still known as 'The Baboon Heart', but she turned it down.

Michael Douglas was considered to play Eliot Ness.

Ford was considered to play Elliott Ness.

Mel Gibson was considered to play Eliot Ness.

Hoskins was set to play Al Capone but the studio went with De Niro instead.

Don Johnson was considered to play Eliot Ness.

Rourke was offered the role of Elliot Ness but turned it down.

Robin Wright Penn turned down the role of Sally/Tally Atwater.

Michelle Pfeiffer tried out for the role of Sissy, eventually played by Debra Winger.

Dennis had been given the part of "Bud" but was replaced when the more successful John Travolta showed interest in the part.

Shapard turned down the role of Bud.

Sissy was cast as cowgirl Sissy Davis when filming was delayed when John Travolta's dog bit him, and the part recast.

Gellar was originally cast as Sasha but backed out due to scheduling conflicts with "Buffy the Vampire Slayer."

Witherspoon was offered the lead role.

A proposed reunion for Jane, Robert Redford and director Sydney Pollack, with screenplay by Eric Roth. Jane would have played an archeologist who discovers the origins of man in a dig in Machu Picchu.

Candy was cast to play Sam Slaton, but due to conflicting schedules, Candy couldn't film the role, and recommended Joe Flaherty from SCTV. Candy later told Zemeckis that he was glad he didn't get the role because he would have ruined every take of the scene he was in with Al Lewis.

The studio pulled the plug for budget reasons on this futuristic comedy set in a world in which women rule and men are bought and traded like used cars.

The studio dropped this futuristic comedy project, which Jay Roach was supposed to direct starring Stiller and Jim Carrey, when the proposed budget hit $112 million.

Michael Biehn turned down the role of Michael McManus because he was committed to Jade.

De Niro was considered for the role of Dave Kujan.

He turned down the role of Dave Kujan because he was already playing a cop in another movie around that time.

Walken turned down the role of Dave Kujan.