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.