Producers wanted Patricia Arquette to play Amber Waves.

Warren Beatty turned down an offer to play Jack Horner.

DiCaprio was offered the lead role of Dirk Diggler. Leonardo did Titanic instead, and Mark Wahlberg took the part.

Jackson turned down the role of Buck Swope.

Jason Lee turned down the role of Dirk Diggler after reading the script, not yet knowing that his idol Burt Reynolds would be a cast member.

The role of "Amber Waves" was offered to her by her friend, the writer-director, but she didn't want to be typecast as an actress who often plays addicted characters or women who make their living in the sex industry.

Was considered for the role of Amber Waves.

Julia Ormond turned down the role of Amber Waves due to personal reasons.

Gwyneth Paltrow turned down an offer to play Rollergirl.

Considered for the role of "Amber Waves".