Madonna turned down an offer to star.

Debra Winger turned down Michelle Pfeiffer's role.

The studio had Arnold and Sylvester Stallone in mind for the lead roles.

The studio had Sly and Arnold Schwarzenegger in mind for the lead roles.

Mark Wahlberg reportedly spoke with director John Woo about a part in Face/Off but did not care for the script.

Had been widely reported to play wealthy, stylish, drug-addled Andy Warhol "superstar" Edie Sedgwick but withdrew, reportedly due her husband's disapproving the project.

Sean Penn was first choice for the role of Henry.

According to 'Lucy at the Movies' by Cindy De la Haz, this movie was originally to have been more of a "Brief Encounter" drama with Olivia De Havilland in the lead.

This movie was orignally conceived as a drama with William Holden or Jimmy Stewart as the male lead.

This movie was originally conceived as a drama with Jimmy Stewart as the male lead.

Jessica Alba auditioned for a part in the Faculty. Assumed to be the Jordana Brewster character, but that wasn’t stated. There she met Robert Rodriguez, and that lead to her getting an audition for the part of Nancy in Sin City. Which she got.

The part of Delilah Profitt was written for her, but she turned it down.

Turned down a role in "the Faculty".

The masterful French singer-songwriter was among the stars considered by director Francois Truffaut to star in the movie version of Ray Bradbury's futuristic novel.

Among the top actors considered to play the futuristic fireman "Guy Montag."

Turned down the offer to star for Francois Truffaut in the movie version of Ray Bradbury's prescient novel.

The great Hayden was considered for the key role of "The Captain."

Francois Truffaut wanted Hedren to star in the film version of Ray Bradbury's novel. Alfred Hitchcock, who had Hedren under personal contract, refused to loan her and Julie Christie instead played both female roles.

Considered for the role of fireman "Montag."

Considered for the role of fireman "Montag."

Among the stars considered for the leading male role in Francois Truffaut's movie version of Ray Bradbury's great novel.

Considered by the filmmakers to play "The Captain".

Novelist Ray Bradbury, having had a difficult experience making "Moby Dick" with John Huston, did not want yet another difficult director to obtain the screen rights to one of his most famous novels.

The stage and film icon was considered for the role of "The Captain" in director Francois Truffaut's film of Ray Bradbury's futuristic novel.

Director Francois Truffaut considered the beautiful, mercurial actress to star in his movie version of the Ray Bradbury novel about a totalitarian society that forbids reading novels.

Stamp was considered for the role of Guy Montag, but declined when he learned Julie Christie would be in a double role, thus overshadowing him.

Robert Duval was originally cast to play Al.

Davis was considered for the role of Kate McQueen.

Val Kilmer turned down the role of Detective Kirkpatrick.

Julianne Moore turned down the role of Kate.

Stallone was originally set to play Det. Kirkpatrick.

Black wanted to play the fake medium "Blanche Tyler" and had even worked out costume ideas, but Hitchcock instead wanted her for the role of the reluctant kidnapper and diamond smuggler.

Alfred Hitchcock wanted to make Dunaway his latest 'cool blonde' in the role of the kidnapper's girlfriend and accomplice.

The great star and legendary actress very much wanted to play the rich elderly Julia Rainbird, the woman who sets the 'family plot' in motion.

Legendary director Alfred Hitchcock considered Hawn to play the kooky fake spiritualist in what was to be his final motion picture.

Liza Minelli was considered for the role of the fake medium.

Jack Nicholson was considered for the part of the spiritualist's boyfriend in Alfred Hitchcock's final film but he had begun working on One Flew Over the Cuckoo's Nest and was unavailable.

Alfred Hitchcock considered Pacino to play the cab driver who stumbles on a complicated kidnap and thievery plot.

Alfred Hitchcock wanted him to play the suave, devious kidnapper.

Cybill Shepherd wanted to work with Hitchcock but he preferred Karen Black.

Alfred Hitchcock considered the opera star to make her film debut as a bogus spiritualist.

Thinnes clashed with director Alfred Hitchcock during production and he was replaced in his role of the suave kidnapper and jewel thief after about four weeks of shooting.

Had been set to play the sarcastic Stone sister.

Was announced to star as Ben Stone.

Danner had been set to star as the WASP-y, sardonic mother of the Stone family.

He was originally announced to play Everett.

Had been set to play the son who arrives home for the holidays with his uptight girlfriend.

Had been set to play the uptight girlfriend on a holiday visit to her boyfriend's eccentric family.

Sutherland was scheduled to play the scion of the Stone family. the whole movie was re-cast with other actors.

Originally cast as Ben Stone. the entire movie had been cast but was later re-cast with other actors.

Elizabeth Banks was considered for the role of Susan Storm (Invisible Girl).

It was between Boreanaz and Michael Chiklis for the role of "The Thing." Chiklis won the role due to the height difference and Boreanaz' lack of wanting to be covered in make up for 90% of the movie.

Bosworth was considered for the role of Susan Storm (Invisible Girl).

George Clooney was considered for the role of Mr. Fantastic.

Elisha Cuthbert was turned down for the lead of Sue Storm.

Fraser was in the running to play Mr. Fantastic.

James Gandolfini was considered for the role of Ben Grimm (The Thing).

Rachel McAdams was considered for the role of Susan Storm (Invisible Girl).

The director of "Bring It On" and "down With Love" was attached to direct the superhero epic.

Robbins was considered to play Dr. Doom.

Julia Stiles was considered for the role of Susan Storm (Invisible Girl).

Walker was considered for the role of Johnny Storm.

Naomi Watts was considered for the role of Susan Storm (Invisible Girl).

Zellweger was considered for the role of Susan Storm.

The great Miss Bergman turned down the role of the Swedish farm girl who becomes a Congress woman. Loretta Young won an Oscar for her performance in this film.

Paul Walker did not reprise his role because he was reportedly considered to old to play the part.

Nicolas Cage was cast in the roll of Brad, but he was 17 at the time and could not work at night, so he was then cast as one of Brad's friends.

Sheedy was considered for the role of Stacy.

Eric Stoltz was in the lead for the roll of Jeff Spicolli. When Sean Penn showed interest, the role went to him instead.

Both Tilly and Sheedy auditioned for the role of Stacy which went to Jennifer Jason Leigh.

Edwards was considered for the role of Spicoli.

Turned down the offer to direct the thriller reportedly to avoid complaints that he had constantly and unsuccessfully mimicked director Alfred Hitchcock.

Barbara Hershey turned down the lead role of Alex.

Kline was considered for the lead role but opted to do A Fish Called Wanda.

Jessica Lange and Debra Winger were two of many stars who turned down the role of Alex in the Oscar nominated, FATAL ATTRACTION.

Miranda Richardson turned down the lead role of Alex.

Stone auditioned for the role of Alex.

While talking with David Letterman on 'the Late Show', Emma Thompson referred to auditioning for 'Fatal Attraction' (it was in the context of a story she was telling). Letterman asked if she really did audition and she said 'yes'.

Apparently the director asked her to screen test before Glenn Close.

Debra Winger turned down the lead role of Alex.

Cher said in an interview with David Letterman that she would star in "Fatal Beauty" but later backed out.

Cary Grant, her co-star in Charade, wanted Audrey for the teacher leading role in Father Goose. Audrey had other commitments.

Benny so anxiously wanted the role of Stanley Banks that he consented to a screen test for producer Pandro Berman. Later, Spencer Tracy (told MGM had put the story into production with him in mind) threatened to walk off the picture after hearing about Benny's unsuccessful test. It took Katharine Hepburn's efforts as a go-between to get Tracy back on board.

Phoebe Cates was cast as Annie Banks, but dropped out when she got pregnant.

According to an article run by Time magazine in 1975, the novel by Erica Jong was optioned by producer Julia Phillips as a project for either Brenda Vaccaro, Goldie Hawn or Barbra Streisand, but was never made.

Desperately wanted to play troubled baseball player Jimmy Piersall.

Bracco turned down the role of Laura Klein because she wanted to play Carla Rodrigo. Rosie Perez was cast as Carla instead.

According to an interview, Winona wanted and was screentested for the role of Carla.

Jill dropped out before filming began.

Wahlberg was reportedly offered the role of Hero, but turned it down.

Faye Dunaway turned down the title role in Fedora.

Courtney Love was considered for the part of Freddie after Gwyneth Paltrow dropped out, but was given the smaller role of Rhonda instead.

Paltrow dropped out - Diaz was the second choice.

Marisa Tomei was considered for the part of Freddie.

Joan Crawford's first choice to play muscular beachcomber Drummond Hall was Tony Curtis, but it was thought that he photographed too young to play Crawford's lover.

Another unrealised Lamarr project. This time she was set to play Helen and Mary Queen of Scots.

The actor backed away from starring in a movie version of Pulitzer Prize-winning author August Wilson's drama about family conflicts.

Audrey Hepburn would play Queen Isabella in Mel Ferrer's production (he wanted to act Columbus' part), that was finally cancelled due to financial shortages.

According to wikipedia, Jim Carrey was considered for the role of Ferris Bueller.

During his interview on "Inside the Actors Studio" Johnny Depp said that he was offered the part of Ferris Bueller but was unavailable for it. He also said that Matthew did a great job with the role.

Anthony Michael Hall turned down a part for fear of being typecast.

Tom Cruise and Val Kilmer rumored to be headlining this World War Two epic. the production was later abandoned.

Tom Cruise and Val Kilmer were rumored to be headlining this World War Two epic. the production was later abandoned.

Lolita Davidovich auditioned for the role of Joanne.

Linda Hamilton auditioned for the role of Joanne Galloway.

Helen Hunt auditioned for the role of Joanne Galloway.

Penelope Ann Miller was tested for the female lead.

Elizabeth Perkins auditioned for the role of Joanne Galloway.

Rob Reiner has said that Michelle Pfeiffer was the original choice for the female lead, but that the studio wanted a romance between her and Tom Cruise's characters. the script was unchanged, and the part went to a "tougher" actress.

Nancy Travis was tested for the female lead.

According to producer Walter Mirisch, Anne turned down the role of Golde and he cast Norma Crane instead.

Hanks was offered the role of Ray Kinsella but turned it down.

Lenny Kravitz was considered for the role of Ruby Rhod and was considered a source of inspiration for the character.

Prince was considered for the role of Ruby Rhod as well as being a source of inspiration for the character.

Courtney Love was considered to play the part of Marla Singer.

Sean Penn was seriously considered to play the title role of Tyler Durden.

Ryder was considered for the role of Marla Singer.

Director David Fincher explains on the DVD commentary that Renée Zellweger was offered the part, but turned it down because it was "just too dark".

According to the imdb, tobey was the first choice for the lead role, however he was replaced under unknown circumstances.

Joe Pesci was considered for the role of Jack DiNorscio.

William H. Macy was originally cast as Marlin, but the filmmakers decided to go in a different direction.

Was let go from the role of Dori because the director wanted the voice of Karen (her Will and Grace character).

Jennifer stated in a 2004 interview for Vogue that she lost out to Drew Barrymore for this film.

Edward James Olmos turned down a role according to imdb.

Turned down the role of young lawyer "Mitch McDeere" in the big hit thriller.

Director Sydney Pollack intended to have Mitch McDeere (Cruise) have an affair with an older colleague, to be played by Meryl Streep.

Turned down the role of the wife of the young lawyer.

Douglas was cast as Colonel Samuel Trautman but dropped out because the script was not true to the novel.

Eastwood was considered to play Rambo.

According to an interview, Garner claimed he did not want to play a man who killed a lot of American police and guards...

Dustin Hoffman was considered to play Rambo.

McQueen was considered to play Rambo.

Nick Nolte was reportedly considered to play Rambo.

Al Pacino was considered to play Rambo.

John Travolta was supposedly considered to play Rambo.

Mel Gibson was considered for the role of Lancelot.

Jessica Lange was considered for the Elise Elliot role.

Jon Stewart actually had a small part in the movie that was later edited out.

Bruce Willis was considered for the role of Jack Lucas.

He turned the role down, so Segio Leone (director) asked Clint Eastwood.

Coburn was offered the role of The Man With No Name but proved to be too expensive.

Fonda was reportedly director Sergio Leone's original choice to play The Man With No Name.

Steve Reeves, the body builder, turned down the role of the gunfighter with no name that Clint Eastwood rode to fame.

Cast as Fitzcarraldo's sidekick, Werner Herzog shot around an hour's worth of film of Jagger and Jason Robards (as Fitzcarraldo) before Robards became ill and Jagger had to quit because of tour schedule. Clips of this footage can be seen in the film "Burden of Dreams."

Robards had actually been filmed in the lead role during early production, before becoming ill and having to return to the United States.

Robin Williams was reportedly offered the role of the Psammead.

Weaver wanted to play the lead female role but director Fred Zinneman wanted someone else.

Was considered for the plum role of "Rayette Dipesto."

Jack Nicholson's choice for the role of "Catherine" was Hutton.

Jack Nicholson wanted Joplin in the role of "Palm Apodaca," but it was never offered to her.

The beautiful actress withdrew from the film after getting as "Catherine."

Screenwriter Carol Eastman wanted Jeanne Moreau to play "Catherine."

Tandy was in the original stage cast of this play, but was not considered a big enough box office star to be cast.

Jared Leto is said to have turned down a role in Flags of Our Fathers to focus on his music.

The film was originally intended to star Brando, not Presley.

The Western about a man with a white father and a Kiowa mother was envisioned for Sinatra or also for Marlon Brando.

Cast as "Roslyn," the beautiful actress stormed off the movie after a fight with director Don Siegel.

In his memoirs, Hitchcock film producer Herbert Coleman talks about Grant as having been the possible leading man of this 'Fifties adventure thriller set in Africa. for many budget, location and political reasons, Alfred Hitchcock abandoned the project.

Alfred Hitchcock hoped to attract Grace Kelly to star in a John Buchan-esque adventure thriller set in Africa, He scouted locations, but budget and political issues derailed the project.

Under personal contract during the '50s to master director Alfred Hitchcock, Miles was considered as a possible co-star for James Stewart in this never-made adventure thriller set in Africa.

Alfred Hitchcock hoped to star one of his favorite leading men, Stewart, in this adventure thriller set in Africa. The project was pulled for budget and political problems.

Demi Moore was considered for the lead role. Reportedly one of three finalists with Leslie Wing & Jennifer Beals.

Palma was originally going to direct but left the film to do Scarface instead.

Gene was reportedly offered the role of the lead male,but turned it down do to his schedule with Kiss.

Val Kilmer turned down the lead role.

Garbo was wanted for a role in this all-star omnibus film by director Julien Duvivier, but declined.

O'Neill was originally cast in "Flight of the Intruder," but his character was recast and his scene was reshot because test audiences would laugh at the sight of "Al Bundy."

Paula Abdul reportedly auditioned for the role that eventually went to Halle Berry.

Rick Moranis said in an interview that John Goodman was a last minute replacement for John Candy who was cast as Fred Flinstone but died before filming began.

Premiere magazine featured Montgomery on a list of actresses considered for the mother-in-law role.

Anna May Wong had been cast in the role of Madame Liang, but unfortunately she died before filming began.

Burton was reportedly the first choice to direct.

Michael Keaton was considered for the role of Seth Brundle.

According to the DVD commentary, Fox contract player Rick Jason didn't like the idea of acting under all that Fly makeup so he turned down the role.

Acording to the DVD commentary, Fox contract player Michael Rennie turned down the male lead.

Keanu turned down the lead in this sequel. The part eventually went to Eric Stoltz.

When Lillian Harvey walked out on the film, a movie milestone took place. She was replaced by Ginger Rogers, who danced for the first time with Fred Astaire!

Fergie (from The Black Eyed Peas) was originally going to play Stevie Wayne but due to some conflict had to drop out.

Was originally interested in playing the role of Elizabeth Solley but dropped out.

J.Lo reportedly turned down the role because she found flaws in the script and chose to work in "Anaconda" instead.

Had been set to play "Ren MacCormack."

Jon Bon Jovi was offered the lead role but turned it down because the band was just taking off.

Set to play the lead role, but his schedule on "All The Right Moves" prevented him from accepting it.

Auditioned several times for the role, won it, then pulled his knee, which took him out of the running.

Charles Bronson turned down director Sergio Leone's offer of the second lead in the sequel to A Fistful of Dollars starring Clint Eastwood.

Hayward was tested for the part of Maria.

Cooper admitted later that he regretted having turned down the chance to star as an American newspaper man caught in a web of spies in Alfred Hitchcock's classic.

Alfred Hitchcock hoped to team the great Stanwyck with her "Meet John Doe" co-star Gary Cooper but was unable to get either of them.

During their affair in the 1940's Tyrone Power had introduced the book by Mildred Cram to Judy Garland, wanting them to make a film of it. Metro announced the film in 1946 but it was not made.

Neither Hepburn nor Spencer Tracy liked the script MGM offered them about the marital problems of a bickering couple.

Loy and her frequent co-star William Powell turned down MGM's offer to star in this comedy about a long-married couple trying to resolve their relationship problems.

MGM had offered the debonair Powell and frequent costar Myrna Loy this script about a long-married couple and their relationship issues.

Hepburn and Tracy turned down this MGM project about a long-married couple having relationship problems.

Cummins began filming the title role of "Amber" in the lavish, racy costume epic from a bestselling novel but she was let go and replaced.

Told Rex Reed that she was considered for the lead role, but added "What would I have done for bosoms?"

Margaret Lockwood turned down the lead role apparently because of her previous experience of Hollywood. Before the Second World War, she had played second lead to Shirley Temple in Susanah of the Mounties.

Cast as "Lord Almsbury," Price was replaced when star Peggy Cummins was fired and the title role was re-cast.

Gene Tierney was offered and declined the role of Amber St. Clair, thinking it was a tacky story.

Lana Turner was considered to replace Peggy Cummins as Amber St Clair in this Otto Preminger film.

Nicole Kidman was looking to star in another suspense film after THE OTHERS, yet Julianne Moore got the part.

Turned down the role of Bubba. Later admitted he regretted turning the role down.

Chevy turned down the part because he thought the script was not good enough and claimed that Tom Hanks had the script tweaked.

According to imdb.com, Terry Giliam turned down the chance to direct the film.

David Alan Grier turned down the role of Bubba.

Ice Cube turned down the role of Bubba because he did not want to appear "stupid."

According to a 1995 interview, Nicole Kidman refused a screen test for the role of Jenny.

According to a 1995 article, Demi Moore refused to test for the part of Jenny.

Considered for the role of Forest.

According to his ex-wife, Tupac auditioned for the role of Bubba.

Barry Sonnenfeld was reportedly offered the chance to direct Forrest Gump.

Sylvester Stallone was supposedly considered because he fit the description of "strong and slow speaking."

John Travolta turned down Forrest Gump.

When Bette Midler was dropped from the Jack Nicholson-Warren Beatty comedy, Cher auditioned but was turned down.

Director Mike Nichols and Jack Nicholson (Huston's then boyfriend)considered her for the role of Freddie Biggars and asked to do audition. Huston refused.

Stockard Channing replaced Bette Midler as Freddie.

Director Billy Wilder wanted Gleason to co-star with Jack Lemmon in the sports comedy, but Lemmon held out for Walter Matthau.

Director Billy Wilder proposed Sinatra as Jack Lemmon's co-star in the sports comedy, but Lemmon insisted on Walter Matthau.

Fawcett turned down the lead role of Gloria Mundy.

Had been talked about to co-star with Brad Pitt in the sci-fi drama directed by Darren Aronofsky.

Was offered the starring role in director Darren Aronofsky's metaphysical sci-fi love story.

Was considered to replace Brad Pitt when Pitt dropped out to do "Troy" instead.

Was considered to play the leading male role in Darren Aronfksy's romantic sci-fi movie that spans 1000 years.

Pitt pulled out of Darren Aronofsky's sci-fi drama and did "Troy" instead.

Urged Jack Warner to buy this popular novel to film with herself and Humphrey Bogart in the leads. Director King Vidor preferred Patricia Neal and Gary Cooper, remarked that Stanwyck wasn't "sexy enough."

Larenz Tate is said to have turned down the role of Jeremiah.

According to an interview with Emily, she came very close to being cast in the role of Ethne.

Director Vincente Minnelli fought to persuade MGM to sign the handsome Delon to play "Julio Desnoyers," but studio bosses insisted on signing a major American star instead.

Sarah Jessica Parker reportedly was considered for the role of Carrie.

Jeanne Tripplehorn was cast in the role of the American who takes Hugh's heart only for scheduling difficulties to force her out.

Was up for the role of "Annie."

A contender for the role of "Annie."

Allyson declined the role of Jeff Chandler's stuffy wife in this movie.

Jane was considered for the role of actress Frances Farmer.

Goldie Hawn was turned down for the role of Frances Farmer.

Celeste was considered for the part of Lillian Farmer.

Keaton was turned down for the role of Frances Farmer. Jessica Lange won the part.

Sissy Spacek was considered for for the role of Frances Farmer.

Tuesday Weld was considered for the role of Frances Farmer.

Turned down the role of the monster because he felt himself too well trained an actor.

Davis almost was cast as Elizabeth in the movie, but Director James Whale was more impressed with Mae Clarke and chose her instead

Was offered the role of Dr. Henry Frankenstein.

"Dracula" was a huge success and Universal was anxious to follow up with "Frankenstein" but Lugosi wanted to play the Doctor and he was offered the monster role. He turned it down due to "lack of dialogue" and the part was given to the relatively unknown Boris Karloff.

Kathy Bates was past over from Directors as they thought her too frumpy, simple and too plain for the lead role of Franky, even though the part was written for Ms Bates on stage before the play was made into a film.

Director Gary Marshall went with the more glamourous Michelle Pfeiffer instead, though the original play starred Kathy Bates as the frump Frankie.

David Skal explanis in a documentary how the part of Venus was givien to Jean Harlow but then she pulled out from the film because the studios didn't think one of there a big star should be in a horror movie.

Annette Bening was originally cast in the lead role.

Osbourne left the project after having originally been cast as Anabel's musically-oriented best friend.

Selleck, cast as the fiance of the Disney comedy remake's original star Annette Bening, dropped out after Bening left the project.

In his book "Barbra, the Way She Is", Christopher Andersen says Streisand was offered the Barbara Harris role in this body-switching Disney comedy.

Kane Hodder did not reprise the part because the director reportedly wanted someone taller.

Betsy Palmer was asked to reprise her role of Mrs.Voorhees but reportedly turned it when they could not reach a salary agreement.

The role of the free-spirited lawyer's daughter Jan Ashe was written for Joan Crawford but producer Irving Thalberg cast his wife, Norma Shearer.

Freeman turned down the lead role (Lorenzo Council).

Boyle was approached by director William Friedkin to play Popeye Doyle but Boyle turned him down.

Caan was offered the role of Detective Doyle.

Steve McQueen was offered the role of Detective Doyle.

Robert Mitchum was offered the role of "Popeye" Doyle, but declined.

Eddie Egan, the real-life "Popeye Doyle," wanted Taylor for the role, but director William Friedkin eventually went with Gene Hackman.

Michael Caine turned down Alfred Hitchcock's offer of the role of charming Covent Garden fruit vendor and psychopath "Robert Rusk."

Alfred Hitchcock considered Redgrave for the role of the likeable, doomed barmaid who helps the man wrongly accused of being a London serial killer.

Offered the role of painter Diego Rivera.

Madonna was reportedly considered to play Frida Kahlo. Madonna is an avid collector and big fan of her work.

Lost the role of Alice in Friday the 13th.

She was considered for this role in the early 1950's with a different director and leading man (Frank Capra and Bing Crosby), none of whom were ultimately involved with the final film.

Capra wrote in his autobiography that he was going to direct a film of the Jessamyn West novel as part of a three-picture deal that ultimately fell through.

Leigh was perhaps the most untypical actress considered for the role of Quaker minister, wife and mother Eliza Birdwell, but she was in the running among many other lead actresses of the time.

According to her autobiography, O'Hara was cast as Eliza Birdwell, but happened to mention it to John