01of 39Rachael Leigh Cook: Rogue, X-MenAmy Sussman/Getty; Frazer Harrison/GettyRachael Leigh Cook revealed toThe New York Timeson Aug. 29 thatshe passed on the role of Roguein 2000’sX-Men,explaining that she didn’t want to act on a green screen.“I really thought what everyone told me was correct when they said, ‘What we need to do now is make sure you’re taken seriously,’ " she explained of her decision to turn it down. “I definitely did things for the wrong reasons.“She said she almost immediately regretted her choice. “As soon as I saw the posters for it, I knew that I’d made a mistake,” she told the outlet, calling the decision a “huge misstep.“Ultimately, the role went to Cook’sShe’s All Thatco-starAnna Paquin, who reprised the Marvel character in three moreX-Menfilms.
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Rachael Leigh Cook: Rogue, X-Men
Amy Sussman/Getty; Frazer Harrison/Getty

Rachael Leigh Cook revealed toThe New York Timeson Aug. 29 thatshe passed on the role of Roguein 2000’sX-Men,explaining that she didn’t want to act on a green screen.
“I really thought what everyone told me was correct when they said, ‘What we need to do now is make sure you’re taken seriously,’ " she explained of her decision to turn it down. “I definitely did things for the wrong reasons.”
She said she almost immediately regretted her choice. “As soon as I saw the posters for it, I knew that I’d made a mistake,” she told the outlet, calling the decision a “huge misstep.”
Ultimately, the role went to Cook’sShe’s All Thatco-starAnna Paquin, who reprised the Marvel character in three moreX-Menfilms.
02of 39George Clooney & Paul Newman: Noah Calhoun, The NotebookGeorge Clooney, Paul Newman.Matt Winkelmeyer/Getty Images; Jon Kopaloff/FilmMagicCan you image watchingThe Notebookwith Clooney instead ofRyan Gosling? Well, it almost happened.While promoting his upcoming Netflix filmTheMidnight Skyduring a virtual chat for the 64th BFI London Film Festival, Clooney, 59, recalled how he and Newman - who died in 2008 at age 83 after a long battle with cancer -almost joined the beloved 2004 romantic drama based on Nicholas Sparks' novel.“We were going to doThe Notebooktogether,” Clooney said, according toDeadline. “Basically, I was going to play him as a young man, and it was funny. We met and said, ‘This is it. It’s going to be great.’ “However, Clooney said he got cold feet after he went home and watched a number of Newman’s iconic films.“He’s one of the handsomest guys you’ve ever seen. We met up [again] and I said, ‘I can’t play you. I don’t look anything like you. This is insane,’ " Clooney recalled. “We just wanted to do it because we wanted to work together, [but] it ended up being not the right thing for us to do.“Gosling went on to play Noah Calhoun with James Garner playing the older version.Rachel McAdamsstarred opposite Gosling as Allie Hamilton and Gena Rowlands acted opposite Garner.
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George Clooney & Paul Newman: Noah Calhoun, The Notebook
George Clooney, Paul Newman.Matt Winkelmeyer/Getty Images; Jon Kopaloff/FilmMagic

Can you image watchingThe Notebookwith Clooney instead ofRyan Gosling? Well, it almost happened.
While promoting his upcoming Netflix filmTheMidnight Skyduring a virtual chat for the 64th BFI London Film Festival, Clooney, 59, recalled how he and Newman - who died in 2008 at age 83 after a long battle with cancer -almost joined the beloved 2004 romantic drama based on Nicholas Sparks' novel.
“We were going to doThe Notebooktogether,” Clooney said, according toDeadline. “Basically, I was going to play him as a young man, and it was funny. We met and said, ‘This is it. It’s going to be great.’ "
However, Clooney said he got cold feet after he went home and watched a number of Newman’s iconic films.
“He’s one of the handsomest guys you’ve ever seen. We met up [again] and I said, ‘I can’t play you. I don’t look anything like you. This is insane,’ " Clooney recalled. “We just wanted to do it because we wanted to work together, [but] it ended up being not the right thing for us to do.”
Gosling went on to play Noah Calhoun with James Garner playing the older version.Rachel McAdamsstarred opposite Gosling as Allie Hamilton and Gena Rowlands acted opposite Garner.
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Nicole Kidman: Anna Scott, Notting Hill

Kidman stars oppositeHugh Grantin the HBO thriller seriesThe Undoing, but if she had it her way, she would have shared the screen with him decades ago. The Oscar winner told Grant in a conversation forMarie Clairethatshe had her heart set on playing Grant’s love interest Anna Scottin 1999’sNotting Hill. The actress also revealed that she almost ended up in Grant’s 2003 holiday flickLove Actually, as well.
“I think there was something where I think I really wanted a role … maybe I was gonna do a small role inLove, Actuallyat one point,” said Kidman. “Yeah. Yes.”
“Were you? Which part?” asked Grant, to which Kidman replied, “I can’t remember. It was not a big role. And I really wanted the role that Julia Roberts played inNotting Hill.”
“Yeah, I did,” she said before modestly adding, “But I wasn’t well known enough, and I wasn’t talented enough.”
04of 39Claire Danes: Rose Dawson, TitanicRon Galella Collection via Getty; 20th Century Fox /Courtesy Everett CollectionIn an interview with Dax Shepard on hisArmchair Expertpodcast, Danes revealed that she was meant to be acting alongsideLeonardo DiCaprio(again) inTitanic, but has “zero regret” about turning it down.She told Shepard that there was “strong interest” in her for the role of Rose, “But honestly, I’d just made this romantic epic with Leo in Mexico City [Romeo + Juliet], which is where they were going to shootTitanic,and I just didn’t have it in me,” Danes said.The pair had the same manager at the time, and though Leo decided to go for the role, Danes did not feel “ready for it.““I remember after that movie came out and he just went into another stratosphere,” Danes said. “I went to the premiere ofThe Man in the Iron Mask, and when he walked into the room the floor fell in his direction. Everybody in the room went toward him. It was a little scary. I think I may have sensed I was courting that. And I just couldn’t do it. I didn’t want it.“But Danes has “zero regret,” she told Shepard. “I was just really clear about it. I wasn’t conflicted. I wasn’t.”
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Claire Danes: Rose Dawson, Titanic
Ron Galella Collection via Getty; 20th Century Fox /Courtesy Everett Collection

In an interview with Dax Shepard on hisArmchair Expertpodcast, Danes revealed that she was meant to be acting alongsideLeonardo DiCaprio(again) inTitanic, but has “zero regret” about turning it down.
She told Shepard that there was “strong interest” in her for the role of Rose, “But honestly, I’d just made this romantic epic with Leo in Mexico City [Romeo + Juliet], which is where they were going to shootTitanic,and I just didn’t have it in me,” Danes said.
The pair had the same manager at the time, and though Leo decided to go for the role, Danes did not feel “ready for it.”
“I remember after that movie came out and he just went into another stratosphere,” Danes said. “I went to the premiere ofThe Man in the Iron Mask, and when he walked into the room the floor fell in his direction. Everybody in the room went toward him. It was a little scary. I think I may have sensed I was courting that. And I just couldn’t do it. I didn’t want it.”
But Danes has “zero regret,” she told Shepard. “I was just really clear about it. I wasn’t conflicted. I wasn’t.”
05of 39RUSSELL CROWE: ARAGORN, LORD OF THE RINGSDon Arnold/WireImage; Pierre Vinet/New Line/ShutterstockDuring an interview onThe Howard Stern Show, Stern asked the actor if he regretted turning down a particularly lucrative role he’d been offered: Aragorn in theLord of the Ringstrilogy, which eventually went to Viggo Mortensen.“They offered you 10 percent of the gross of the movie — I did the math for you, so eat your heart out,” Stern joked. “I don’t mean to upset you, but I think you would have gotten $100 million dollars … does that eat at you?““Never thought about it. Only in situations in like interviews where people are polite and kind enough to add s- up for me,” Crowe laughed.“I didn’t think [director] Peter Jackson actually wanted me on the film,” theGladiatoractor explained. “I think he was forced into talking to me, because there was a moment in time when everybody wanted me in everything … my instinct was that he had somebody else in mind … and he should be able to hire the actor that he wants.”
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RUSSELL CROWE: ARAGORN, LORD OF THE RINGS
Don Arnold/WireImage; Pierre Vinet/New Line/Shutterstock

During an interview onThe Howard Stern Show, Stern asked the actor if he regretted turning down a particularly lucrative role he’d been offered: Aragorn in theLord of the Ringstrilogy, which eventually went to Viggo Mortensen.
“They offered you 10 percent of the gross of the movie — I did the math for you, so eat your heart out,” Stern joked. “I don’t mean to upset you, but I think you would have gotten $100 million dollars … does that eat at you?”
“Never thought about it. Only in situations in like interviews where people are polite and kind enough to add s- up for me,” Crowe laughed.
“I didn’t think [director] Peter Jackson actually wanted me on the film,” theGladiatoractor explained. “I think he was forced into talking to me, because there was a moment in time when everybody wanted me in everything … my instinct was that he had somebody else in mind … and he should be able to hire the actor that he wants.”
06of 39EMILIA CLARKE: ANASTASIA STEELE, FIFTY SHADES OF GREYANGELA WEISS/AFP/Getty; Doane Gregory/Universal PicturesAfter filming several scenes involving onscreen nudity early on while playing Daenerys Targaryen onGame of Thrones, Clarke got “sick and tired” of being constantly asked about it, which prompted her toturn down the lead rolein 2015’sFifty Shades of Grey.DuringThe Hollywood Reporter’sDrama Actress roundtable, the actress revealed she was offered the role of Anastasia Steele in the erotic thriller, but turned it down due to the excessive nude scenes.“Well, Sam [Taylor-Johnson, the director] is a magician. I love her, and I thought her vision was beautiful. But the last time that I was naked on camera on [Game of Thrones] was a long time ago, and yet it is the only question that I ever get asked because I am a woman,” Clarke said of turning down the part.“And it’s annoying as hell and I’m sick and tired of it because I did it for the character — I didn’t do it so some guy could check out my t-ts, for God’s sake,” she continued.“So, that coming up, I was like, ‘I can’t.’ I did a minimal amount and I’m pigeonholed for life, so me saying yes to that, where the entire thing is about sensuality and sex and being naked and all of that stuff.“Ultimately, after wrapping up ten years of filmingGoT, Clarke is glad to have avoided something that would have a sequel. “I’d like to not do one of those for a minute.”
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EMILIA CLARKE: ANASTASIA STEELE, FIFTY SHADES OF GREY
ANGELA WEISS/AFP/Getty; Doane Gregory/Universal Pictures

After filming several scenes involving onscreen nudity early on while playing Daenerys Targaryen onGame of Thrones, Clarke got “sick and tired” of being constantly asked about it, which prompted her toturn down the lead rolein 2015’sFifty Shades of Grey.
DuringThe Hollywood Reporter’sDrama Actress roundtable, the actress revealed she was offered the role of Anastasia Steele in the erotic thriller, but turned it down due to the excessive nude scenes.
“Well, Sam [Taylor-Johnson, the director] is a magician. I love her, and I thought her vision was beautiful. But the last time that I was naked on camera on [Game of Thrones] was a long time ago, and yet it is the only question that I ever get asked because I am a woman,” Clarke said of turning down the part.
“And it’s annoying as hell and I’m sick and tired of it because I did it for the character — I didn’t do it so some guy could check out my t-ts, for God’s sake,” she continued.
“So, that coming up, I was like, ‘I can’t.’ I did a minimal amount and I’m pigeonholed for life, so me saying yes to that, where the entire thing is about sensuality and sex and being naked and all of that stuff.”
Ultimately, after wrapping up ten years of filmingGoT, Clarke is glad to have avoided something that would have a sequel. “I’d like to not do one of those for a minute.”
07of 39CHRIS HEMSWORTH: DUKE, G.I. JOE: RISE OF COBRABefore he hit his big break as Thor, the Aussie actor had dropped out of high school and was struggling to get roles in order to support his family. “We had no money… I wanted to pay off their house,” he toldVariety.“I almost put too much pressure on myself,” Hemsworth said, adding that the stress of taking care of his family led him to miss out on roles.“I got very close toGI Joe,” Hemsworth said of the 2009 movie starringChanning Tatum. “At the time I was upset. I was running out of money,” he said of not landing the parts.Now, Hemsworth realizes that it was all for the best, as it led him to the most lucrative role of his career: “But if I played either of those characters, I wouldn’t have been able to play Thor.”
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CHRIS HEMSWORTH: DUKE, G.I. JOE: RISE OF COBRA

Before he hit his big break as Thor, the Aussie actor had dropped out of high school and was struggling to get roles in order to support his family. “We had no money… I wanted to pay off their house,” he toldVariety.
“I almost put too much pressure on myself,” Hemsworth said, adding that the stress of taking care of his family led him to miss out on roles.
“I got very close toGI Joe,” Hemsworth said of the 2009 movie starringChanning Tatum. “At the time I was upset. I was running out of money,” he said of not landing the parts.
Now, Hemsworth realizes that it was all for the best, as it led him to the most lucrative role of his career: “But if I played either of those characters, I wouldn’t have been able to play Thor.”
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JUSTIN TIMBERLAKE: ELTON JOHN, ROCKETMAN

Elton John (and the rest of the world) may be thrilled with Taron Egerton’s portrayal of theRocketmanhimself, but the musical legend initially had a few other actors in mind - includingJustin Timberlake.
The “Cry Me a River” singer first caught the attention of Sir Elton’s husband andRocketmanproducer David Furnish after he saw his portrayal of John in the music video for song “This Train Don’t Stop There Anymore” in 2001.
“We never formally approached Justin because we weren’t ever at a stage where it was the right time to approach him,” Furnish explained toThe Hollywood Reporter.
“But he did an amazing job in the video. He put on a prosthetic nose, and it turned out to have been some really interesting acting as well.”
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MERYL STREEP: PATSY CLINE, SWEET DREAMS
Nicholas Hunt/WireImage; Silver Screen/Hbo/Tri Star/Kobal/Shutterstock

Even as a 19-time Oscar nominee, Meryl Streep still has roles she says she missed out on.
“Karel was a friend of mine who I adored, and he was making a film about Patsy Cline who is a singer I adored,” Streep told PEOPLE. But when Reisz decided to cast Jessica Lange as the lead, Streep struck a deal to make up for her loss.
“I told him, ‘Well the least you can do is let me stay at your house while I am there,'” says Streep. “He did, and it was a beautiful house.”
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JOE ALWYN: SAM, LOVE ACTUALLY

TheMary Queen of Scotsstaralmost landed the role of Liam Neeson’s son— the lovesick and adorable Sam — in the perennial holiday filmLove Actually, he revealed onLive with Kelly and Ryan.
Alwyn, who has been datingTaylor Swiftfor almost two years, said he enjoyed the “time off school to go to this audition” and explained he had to go through a “whole series of workshops.”
“I didn’t get it in the end, but I do remember meeting Hugh Grant and [screenwriter] Richard Curtis and sitting around reading some stuff,” he added. The role in the 2003 classic eventually went toMaze Runneractor Thomas Brodie-Sangster.
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REBA MCENTIRE: ‘UNSINKABLE’ MOLLY BROWN, TITANIC
Steve Granitz/WireImage; 20th Century Fox/Paramount/Kobal/REX/Shutterstock

The country crooner was set to make her silver-screen debut as the “Unsinkable” Molly Brown in James Cameron’s 1995 blockbuster, but ultimatelyhad to turn down the roledue to scheduling conflicts.
“We were on tour and I had a lot of people on the payroll and we had these three months to do the movie. And then they got behind on scheduling and said, ‘No, we’re going to have to move it in this time.’ So we couldn’t reschedule all the arenas and everything,” McEntire revealed on an episode ofWatch What Happens Live withAndy Cohen.
The role then went to Oscar winner Kathy Bates, and the movie turned into a box office hit that earned over $2 billion and won 11 Oscars.
“But you got to take care of your people,” she added.
12of 39ALDEN EHRENREICH: DAN HUMPHREY, GOSSIP GIRLRich Fury/WireImage; CW Network/Kobal/REX/ShutterstockThe world first fell in love withPenn BadgleywhenGossip Girl began airing in 2007, but he wasn’t the only actor up for the role of Dan Humphrey.In a new interview withEntertainment Weekly, casting director David Rapaport shared thatAlden Ehrenreich- who starred as a young Han Solo inSolo: A Star Wars Story— was initially his top choice.“Before Penn was involved, I desperately wanted Alden Ehrenreich to play Dan,” he shared.However, the actor ultimately lost the part because producers decided he too short compared to co-starBlake Lively.
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ALDEN EHRENREICH: DAN HUMPHREY, GOSSIP GIRL
Rich Fury/WireImage; CW Network/Kobal/REX/Shutterstock

The world first fell in love withPenn BadgleywhenGossip Girl began airing in 2007, but he wasn’t the only actor up for the role of Dan Humphrey.
In a new interview withEntertainment Weekly, casting director David Rapaport shared thatAlden Ehrenreich- who starred as a young Han Solo inSolo: A Star Wars Story— was initially his top choice.
“Before Penn was involved, I desperately wanted Alden Ehrenreich to play Dan,” he shared.
However, the actor ultimately lost the part because producers decided he too short compared to co-starBlake Lively.
13of 39JULIANNE MOORE: LEE ISRAEL, CAN YOU EVER FORGIVE ME?Slaven Vlasic/WireImage; Mary Cybulski/Fox SearchlightJulianne Mooreclaims she was “fired” fromMelissa McCarthy’s Oscar-nominated role inCan You Ever Forgive Me?The actress, 58, made the confession during a new episode ofWatchWhat Happens Live with Andy Cohen.Moore was questioned about the film when a caller asked theStill Alice actress why she had leftCan You Ever Forgive Me?, as had been previously reported.“I didn’t leave that movie, I was fired,” Moore said. “Yeah, yeah, Nicole [Holofcener, the original director] fired me. So yeah, that’s the truth.”
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JULIANNE MOORE: LEE ISRAEL, CAN YOU EVER FORGIVE ME?
Slaven Vlasic/WireImage; Mary Cybulski/Fox Searchlight

Julianne Mooreclaims she was “fired” fromMelissa McCarthy’s Oscar-nominated role inCan You Ever Forgive Me?
The actress, 58, made the confession during a new episode ofWatchWhat Happens Live with Andy Cohen.
Moore was questioned about the film when a caller asked theStill Alice actress why she had leftCan You Ever Forgive Me?, as had been previously reported.
“I didn’t leave that movie, I was fired,” Moore said. “Yeah, yeah, Nicole [Holofcener, the original director] fired me. So yeah, that’s the truth.”
14of 39GWYNETH PALTROW: ROSE, TITANICFranco Origlia/Getty; 20th Century Fox/EverettThe 1997 blockbuster made Kate Winslet a superstar, butPaltrowcame close to being cast as Rose, the posh passenger who fell forLeonardo DiCaprio’s rakish Jack aboard the doomed voyage. “I know that the story is that I turned it down,” Paltrowtold Howard Stern. “I think I was really in contention for it — I was one of the last two.” Regardless, Paltrow isn’t bitter. “I look back at the choices I’ve made and think, ‘Why the hell did I say yes to that? And no to that?’ And you know, you look at the big picture and think: There’s a universal lesson here. What good is it to hold onto roles?”
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GWYNETH PALTROW: ROSE, TITANIC
Franco Origlia/Getty; 20th Century Fox/Everett

The 1997 blockbuster made Kate Winslet a superstar, butPaltrowcame close to being cast as Rose, the posh passenger who fell forLeonardo DiCaprio’s rakish Jack aboard the doomed voyage. “I know that the story is that I turned it down,” Paltrowtold Howard Stern. “I think I was really in contention for it — I was one of the last two.” Regardless, Paltrow isn’t bitter. “I look back at the choices I’ve made and think, ‘Why the hell did I say yes to that? And no to that?’ And you know, you look at the big picture and think: There’s a universal lesson here. What good is it to hold onto roles?”
15of 39KATE WINSLET: VIOLA, SHAKESPEARE IN LOVEAnthony Harvey/Getty; Miramax/EverettPaltrow may have lostTitanicto Winslet, but she took the role of Viola de Lesseps from her when the Brit beauty turned down 1998’sShakespeare in Love. Winsletreportedly rejected the partbecause she wanted to concentrate on making independent movies, and Paltrow ultimately won a Best Actress Oscar for her performance.
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KATE WINSLET: VIOLA, SHAKESPEARE IN LOVE
Anthony Harvey/Getty; Miramax/Everett

Paltrow may have lostTitanicto Winslet, but she took the role of Viola de Lesseps from her when the Brit beauty turned down 1998’sShakespeare in Love. Winsletreportedly rejected the partbecause she wanted to concentrate on making independent movies, and Paltrow ultimately won a Best Actress Oscar for her performance.
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JULIA ROBERTS: VIOLA, SHAKESPEARE IN LOVE

Paltrow recently revealed Roberts had first agreed to makeShakespeare in Love.
“The movie had many iterations. Julia Roberts was going to do it for a long time, and then that version fell apart. It ended up in Miramax, and I was the first person they offered it to,” Paltrow toldVariety.
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CHRISTINA APPLEGATE: ELLE WOODS, LEGALLY BLONDE
Angela Weiss/Getty; MGM/Everett

18of 39JACK NICHOLSON: MICHAEL CORLEONE, THE GODFATHERDan MacMedan/Wireimage; EverettThere are few films more iconic than 1972’sThe Godfather, in part because of Al Pacino’s turn as mob boss Michael Corleone. But Nicholson actually turned down the role because he didn’t feel he was the right fit. “Back then I believed that Indians should play Indians and Italians should play Italians,” the actor, who would go on to play hit man Charley Partanna in 1985’sPrizzi’s Honor,told MovieLine. “There were a lot of actors who could have played Michael, myself included, but Al Pacino was Michael Corleone.”
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JACK NICHOLSON: MICHAEL CORLEONE, THE GODFATHER
Dan MacMedan/Wireimage; Everett

There are few films more iconic than 1972’sThe Godfather, in part because of Al Pacino’s turn as mob boss Michael Corleone. But Nicholson actually turned down the role because he didn’t feel he was the right fit. “Back then I believed that Indians should play Indians and Italians should play Italians,” the actor, who would go on to play hit man Charley Partanna in 1985’sPrizzi’s Honor,told MovieLine. “There were a lot of actors who could have played Michael, myself included, but Al Pacino was Michael Corleone.”
19of 39JOHN TRAVOLTA: FORREST, FORREST GUMPLou Rocco/ABC/Getty; Paramount/EverettLife is like a box of chocolates; you never know what you’re gonna get. In this case it was Tom Hanks instead of Travolta in the titular role of the 1994 hit. While Travolta reportedly has said that passing onGumpwas a big mistake, he went on to make a splash at the box office that same year withPulp Fictionand even competed against Hanks for the Best Actor Oscar. Ultimately, Hanks took home the gold.
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JOHN TRAVOLTA: FORREST, FORREST GUMP
Lou Rocco/ABC/Getty; Paramount/Everett

Life is like a box of chocolates; you never know what you’re gonna get. In this case it was Tom Hanks instead of Travolta in the titular role of the 1994 hit. While Travolta reportedly has said that passing onGumpwas a big mistake, he went on to make a splash at the box office that same year withPulp Fictionand even competed against Hanks for the Best Actor Oscar. Ultimately, Hanks took home the gold.
20of 39LINDSAY LOHAN: JADE, THE HANGOVERDavid M. Benett/Dave Benett/Getty; Warner Brothers/EverettLiLo may have a rep of being difficult to work with (hey, there’sa wholeNew York Timespieceon the subject), but it wasn’t her behavior that kept her from landing 2009’sThe Hangover. “Honestly, it felt like she ended up being too young for what we were talking about,” said director Todd Phillips, who met with then-20-year-old Lohan for the role that eventually went to Heather Graham. “People love to attack her for everything, like: ‘Ha, she didn’t see how greatThe Hangoverwas going to be. She turned it down.’ She didn’t turn it down. She loved the script, actually. It really was an age thing.”
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LINDSAY LOHAN: JADE, THE HANGOVER
David M. Benett/Dave Benett/Getty; Warner Brothers/Everett

LiLo may have a rep of being difficult to work with (hey, there’sa wholeNew York Timespieceon the subject), but it wasn’t her behavior that kept her from landing 2009’sThe Hangover. “Honestly, it felt like she ended up being too young for what we were talking about,” said director Todd Phillips, who met with then-20-year-old Lohan for the role that eventually went to Heather Graham. “People love to attack her for everything, like: ‘Ha, she didn’t see how greatThe Hangoverwas going to be. She turned it down.’ She didn’t turn it down. She loved the script, actually. It really was an age thing.”
21of 39JOHNNY DEPP: FERRIS, FERRIS BUELLER’S DAY OFFJeffrey Mayer/Wireimage; Paramount/EverettDecades after the film’s 1986 debut, Matthew Broderick is still synonymous with the role of pro hooky player Bueller. But believe it or not, it could have been Depp twisting-and-shouting through the streets of Chicago. The future21 Jump Streetstar was John Hughes’s first choice for the title role, but he had to turn it down due to scheduling conflicts. Depplater concededduring anInside the Actors Studiointerview that Broderick did a “great job” in the film.
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JOHNNY DEPP: FERRIS, FERRIS BUELLER’S DAY OFF
Jeffrey Mayer/Wireimage; Paramount/Everett

Decades after the film’s 1986 debut, Matthew Broderick is still synonymous with the role of pro hooky player Bueller. But believe it or not, it could have been Depp twisting-and-shouting through the streets of Chicago. The future21 Jump Streetstar was John Hughes’s first choice for the title role, but he had to turn it down due to scheduling conflicts. Depplater concededduring anInside the Actors Studiointerview that Broderick did a “great job” in the film.
22of 39AL PACINO: HAN SOLO, STAR WARSKarwai Tang/Wireimage; CSFF/AD/EverettLuke Skywalker, Darth Vader, R2D2 … Pacino? It almost happened! The actor was offered the part of Han Solo in the 1977 space vehicle but passed on it because he felt it was too “out there.” “It was mine for the taking,” hehas said. “But I didn’t understand the script.” Though the role eventually went to Harrison Ford, Jack Nicholson, Chevy Chase and Bill Murray were also considered.
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AL PACINO: HAN SOLO, STAR WARS
Karwai Tang/Wireimage; CSFF/AD/Everett

Luke Skywalker, Darth Vader, R2D2 … Pacino? It almost happened! The actor was offered the part of Han Solo in the 1977 space vehicle but passed on it because he felt it was too “out there.” “It was mine for the taking,” hehas said. “But I didn’t understand the script.” Though the role eventually went to Harrison Ford, Jack Nicholson, Chevy Chase and Bill Murray were also considered.
23of 39ANNE HATHAWAY: TIFFANY, SILVER LININGS PLAYBOOKNoam Galai/Wireimage; Weinstein Company/EverettJennifer Lawrencewon critical acclaim (and a Best Actress Oscar) for 2012’sSilver Linings Playbook, butHathawaywas actually movie mogul Harvey Weinstein’s first choice to play the role of Tiffany, herevealed in an interview last year. Though Hathaway turned down the part due to “creative differences” with director David O. Russell, she also went on to win an Oscar that year, for Best Supporting Actress inLes Misérables.
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ANNE HATHAWAY: TIFFANY, SILVER LININGS PLAYBOOK
Noam Galai/Wireimage; Weinstein Company/Everett

Jennifer Lawrencewon critical acclaim (and a Best Actress Oscar) for 2012’sSilver Linings Playbook, butHathawaywas actually movie mogul Harvey Weinstein’s first choice to play the role of Tiffany, herevealed in an interview last year. Though Hathaway turned down the part due to “creative differences” with director David O. Russell, she also went on to win an Oscar that year, for Best Supporting Actress inLes Misérables.
24of 39MOLLY RINGWALD: VIVIAN, PRETTY WOMANJeff Kravitz/BMA2015/Filmmagic; Buena Vista Pictures/EverettFamous throughout the ’80s for coming-of-age, high school movies, Ringwald had the opportunity to break out of her mold when she was handed the script for$3,000— or what would later be known asPretty Woman. “I don’t specifically remember turning it down,” she now says. “The script was okay but I gotta say, Julia Roberts is what makes that movie. It was her part. Every actor hopes for a part that lets them shine like that.”
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MOLLY RINGWALD: VIVIAN, PRETTY WOMAN
Jeff Kravitz/BMA2015/Filmmagic; Buena Vista Pictures/Everett

Famous throughout the ’80s for coming-of-age, high school movies, Ringwald had the opportunity to break out of her mold when she was handed the script for$3,000— or what would later be known asPretty Woman. “I don’t specifically remember turning it down,” she now says. “The script was okay but I gotta say, Julia Roberts is what makes that movie. It was her part. Every actor hopes for a part that lets them shine like that.”
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SANDRA BULLOCK: MAGGIE, MILLION DOLLAR BABY
Dave J Hogan/Getty; Warner Brothers/Everett

26of 39RUMER WILLIS: SERENA VAN DER WOODSEN, GOSSIP GIRLWalter McBride/Wireimage; KC Bailey/The CWThe CW’s casting director David Rapaport revealed that the network was gunning for Rumer Willis to play the star role of Serena van der Woodsen, the Manhattan it-girl for whom drama follows wherever she goes. Blake Lively ended up nailing the role - and, to be quite honest, we can’t imagine golden girl Serena as anyone else. Rapaport was pleased with how it all turned out, too: “These lesser-known girls really captured the essence of the show and carried it for six years.”
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RUMER WILLIS: SERENA VAN DER WOODSEN, GOSSIP GIRL
Walter McBride/Wireimage; KC Bailey/The CW

The CW’s casting director David Rapaport revealed that the network was gunning for Rumer Willis to play the star role of Serena van der Woodsen, the Manhattan it-girl for whom drama follows wherever she goes. Blake Lively ended up nailing the role - and, to be quite honest, we can’t imagine golden girl Serena as anyone else. Rapaport was pleased with how it all turned out, too: “These lesser-known girls really captured the essence of the show and carried it for six years.”
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MILES TELLER: SEBASTIAN, LA LA LAND
Francois G. Durand/WireImage; Everett

28of 39EMMA WATSON: MIA, LA LA LANDRabbani and Solimene Photography/Getty; Everett"The casting of this movie during the six years it took to get made went through lots of permutations, and it’s true there was a moment where Emma Watson and Miles Teller were doing it,“La La Landdirector Damien Chazelle toldUproxx. While the part of Mia ultimately went to Emma Stone, Watson ended up landing the leading role in Disney’s live-action film adaptation ofBeauty and the Beast. Not too bad, eh?
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EMMA WATSON: MIA, LA LA LAND
Rabbani and Solimene Photography/Getty; Everett

“The casting of this movie during the six years it took to get made went through lots of permutations, and it’s true there was a moment where Emma Watson and Miles Teller were doing it,“La La Landdirector Damien Chazelle toldUproxx. While the part of Mia ultimately went to Emma Stone, Watson ended up landing the leading role in Disney’s live-action film adaptation ofBeauty and the Beast. Not too bad, eh?
29of 39LEONARDO DICAPRIO & BRAD PITT: JACK TWIST & ENNIS DEL MAR, BROKEBACK MOUNTAINKevin Winter/Getty; Michael Tran/FilmMagic; Jim Spellman/WireImageWhile Heath Ledger and Jake Gyllenhaal scored Academy-Award nominations for their performances as forbidden lovers in Ang Lee’s critically acclaimedBrokeback Mountain(2005), the gay romancecould have turned out entirely differentlyin the hands of Oscar-nominated director Gus Van Sant.Vant Sant, best known forGood Will Hunting(1997) andMy Own Private Idaho(1991), revealed toIndiewirethat he was pitched the opportunity to direct the film before Lee signed on, and had some bigger names in mind for casting.“I was working on it, and I felt like we needed a really strong cast, like a famous cast. That wasn’t working out. I asked the usual suspects: Leonardo DiCaprio,Brad Pitt, Matt Damon, Ryan Phillippe. They all said no,” Van Sant recalled. “Nobody wanted to do it.”
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LEONARDO DICAPRIO & BRAD PITT: JACK TWIST & ENNIS DEL MAR, BROKEBACK MOUNTAIN
Kevin Winter/Getty; Michael Tran/FilmMagic; Jim Spellman/WireImage

While Heath Ledger and Jake Gyllenhaal scored Academy-Award nominations for their performances as forbidden lovers in Ang Lee’s critically acclaimedBrokeback Mountain(2005), the gay romancecould have turned out entirely differentlyin the hands of Oscar-nominated director Gus Van Sant.
Vant Sant, best known forGood Will Hunting(1997) andMy Own Private Idaho(1991), revealed toIndiewirethat he was pitched the opportunity to direct the film before Lee signed on, and had some bigger names in mind for casting.
“I was working on it, and I felt like we needed a really strong cast, like a famous cast. That wasn’t working out. I asked the usual suspects: Leonardo DiCaprio,Brad Pitt, Matt Damon, Ryan Phillippe. They all said no,” Van Sant recalled. “Nobody wanted to do it.”
30of 39MATTHEW MCCONAUGHEY: JACK DAWSON, TITANICAndreas Rentz/Getty Images; Everett CollectionThe Oscar winnerrecently revealedthat he “had a good audition” for the role ofTitanic’s Jack, and it seems like he’snever let goof the missed opportunity.“I wanted that. I auditioned with Kate Winslet,” the Oscar winner said onThe Hollywood Reporter’s “Awards Chatter” podcast.“Walked away from there pretty confident that I had it. I didn’t get it. I never got offered that.“Leonardo DiCapriogot the role instead, and McConaughey hopes that it wasn’t because his agent never got back to him.“And as I’ve said before, not even half jokingly if it’s true, if that was an offer and it didn’t come to me, I’ve got to go back and go, ‘I’ve got to meet in an alley with that agent,'” he joked on the podcast.
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MATTHEW MCCONAUGHEY: JACK DAWSON, TITANIC
Andreas Rentz/Getty Images; Everett Collection

The Oscar winnerrecently revealedthat he “had a good audition” for the role ofTitanic’s Jack, and it seems like he’snever let goof the missed opportunity.
“I wanted that. I auditioned with Kate Winslet,” the Oscar winner said onThe Hollywood Reporter’s “Awards Chatter” podcast.“Walked away from there pretty confident that I had it. I didn’t get it. I never got offered that.”
Leonardo DiCapriogot the role instead, and McConaughey hopes that it wasn’t because his agent never got back to him.
“And as I’ve said before, not even half jokingly if it’s true, if that was an offer and it didn’t come to me, I’ve got to go back and go, ‘I’ve got to meet in an alley with that agent,'” he joked on the podcast.
31of 39HENRY CAVILL: EDWARD CULLEN, TWILIGHTYanshan Zhang/Getty; SummitTheJustice Leaguestar auditioned to play the eternally teenaged vampire, and was reportedly the favorite of author Stephenie Meyer, who penned the romance books the film franchise was based on.“I think the writer of the books, when the movie came around, I think I was her first choice,” Cavill explained onThe Graham Norton Show. “That’s the rumor I heard. And she wanted me to play the role, but it wasn’t up to her. And instead, a very talented actor played him instead.” The aforementioned actor was Robert Pattinson, who played Cullen in five movies from 2008 to 2012.
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HENRY CAVILL: EDWARD CULLEN, TWILIGHT
Yanshan Zhang/Getty; Summit

TheJustice Leaguestar auditioned to play the eternally teenaged vampire, and was reportedly the favorite of author Stephenie Meyer, who penned the romance books the film franchise was based on.
“I think the writer of the books, when the movie came around, I think I was her first choice,” Cavill explained onThe Graham Norton Show. “That’s the rumor I heard. And she wanted me to play the role, but it wasn’t up to her. And instead, a very talented actor played him instead.” The aforementioned actor was Robert Pattinson, who played Cullen in five movies from 2008 to 2012.
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TIFFANI THIESSEN: RACHEL GREEN, FRIENDS
Axelle/Bauer-Griffin/FilmMagic; NBC/NBCU Photo Bank/Getty

So what kept her from joining the cast? “I was just a little too young,” she explained. “I was a little too young to the pairing of the rest of them.”
Thiessen was just 20 years old whenFriendsfirst premiered in 1994, while Aniston was 25 and still the youngest member of the cast.
But the actress has no hard feelings about missing out on the role, calling Aniston’s performance “very, very funny.”
33of 39CONNIE BRITTON: OLIVIA POPE, SCANDALNoam Galai/Getty; Greg Gayne/ABC via GettyOf filling the role of D.C. crisis manager Olivia Pope, casting director Linda Lowy revealed network executivesoriginally envisionedScandal’s leading ladyas a white woman. “The network was reading us their top choices, and it was Connie [Britton] and all white women,” said Lowy. “I panicked. Somebody finally piped up, ‘We’re going to have to redo this list.’ " Kerry Washington was ultimately cast, making her the first black woman to topline a drama in 37 years.
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CONNIE BRITTON: OLIVIA POPE, SCANDAL
Noam Galai/Getty; Greg Gayne/ABC via Getty
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Of filling the role of D.C. crisis manager Olivia Pope, casting director Linda Lowy revealed network executivesoriginally envisionedScandal’s leading ladyas a white woman. “The network was reading us their top choices, and it was Connie [Britton] and all white women,” said Lowy. “I panicked. Somebody finally piped up, ‘We’re going to have to redo this list.’ " Kerry Washington was ultimately cast, making her the first black woman to topline a drama in 37 years.
34of 39MATT LEBLANC: PHIL DUNPHY ON MODERN FAMILYKevin Winter/Getty; Ron Batzdorff/ABC/GettyBefore Ty Burrell landed the part of the Dunphy family patriarch onModern Family, showrunners had another funny man in mind: LeBlanc, who they offered the part to first. However, he turned it down — not because he didn’t think the show would be a hit, but because he didn’t think he could tackle the character. “I remember reading it thinking, this is a really good script, [but] I’m not the guy for this,“theFriendsactor toldUSA Today. “I’d be doing the project an injustice to take this. I know what I can do, I know what I can’t do. Plus, I’m having too much fun laying on the couch.”
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MATT LEBLANC: PHIL DUNPHY ON MODERN FAMILY
Kevin Winter/Getty; Ron Batzdorff/ABC/Getty

Before Ty Burrell landed the part of the Dunphy family patriarch onModern Family, showrunners had another funny man in mind: LeBlanc, who they offered the part to first. However, he turned it down — not because he didn’t think the show would be a hit, but because he didn’t think he could tackle the character. “I remember reading it thinking, this is a really good script, [but] I’m not the guy for this,“theFriendsactor toldUSA Today. “I’d be doing the project an injustice to take this. I know what I can do, I know what I can’t do. Plus, I’m having too much fun laying on the couch.”
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CHARLIZE THERON: ROXIE HART, CHICAGO
Matthias Nareyek/WireImage; REX/Shutterstock

“I’ve definitely wanted stuff that I didn’t get. For awhile I was attached toChicago. I really wanted that — I was a dancer for most of my life, and there was a real nostalgia — the idea of making that movie for me. I got kicked off it. The directed kicked me off it. I was really bummed about it,” Theron told Howard Stern on his SiriusXM radio show of losing out on the lead role in the 2002 film. “I think because I had it I was like, ‘Oh I’m going to make this movie,’ and then I was kicked off it.”
36of 39HUGH JACKMAN: JAMES BOND, CASINO ROYALEDave J Hogan/Getty; Mike Marsland/WireImageIn an interview withVariety, the Australian actor opened up about getting the opportunity to play James Bond following the success of X-Men — a role he eventually turned down after being told he didn’t get a say in how the story ofJames Bondwent. “I was about to doX-Men 2and a call came from my agent asking if I’d be interested in Bond,” Jackman recalled. “I just felt at the time that the scripts had become so unbelievable and crazy, and I felt like they needed to become grittier and real.”
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HUGH JACKMAN: JAMES BOND, CASINO ROYALE
Dave J Hogan/Getty; Mike Marsland/WireImage

In an interview withVariety, the Australian actor opened up about getting the opportunity to play James Bond following the success of X-Men — a role he eventually turned down after being told he didn’t get a say in how the story ofJames Bondwent. “I was about to doX-Men 2and a call came from my agent asking if I’d be interested in Bond,” Jackman recalled. “I just felt at the time that the scripts had become so unbelievable and crazy, and I felt like they needed to become grittier and real.”
37of 39BRAD PITT: RUSSELL HAMMOND, ALMOST FAMOUSJason Kempin/Getty; Snap Stills/REX/ShutterstockAlthough Billy Crudup took on theFamousrole of the rock star, Pitt was set and even shot a few scenes for the film’s writer-director Cameron Crowe before dropping out due to creative differences. According to Crowe, the role was written with Pitt in mind.
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BRAD PITT: RUSSELL HAMMOND, ALMOST FAMOUS
Jason Kempin/Getty; Snap Stills/REX/Shutterstock

Although Billy Crudup took on theFamousrole of the rock star, Pitt was set and even shot a few scenes for the film’s writer-director Cameron Crowe before dropping out due to creative differences. According to Crowe, the role was written with Pitt in mind.
38of 39SELMA BLAIR: JOEY POTTER, DAWSON’S CREEKJB Lacroix/ WireImage; EverettKatie Holmesbecame a household name as Joey Potter, the moody tomboy everyone rooted for, onDawson’s Creek. Butanother actress almost scored the part, creator Kevin Williamson revealed inEntertainment Weekly.“I really loved Selma until, of course, I got the infamous videotape from the basement of the Holmes family in Toledo, Ohio,” he says, referencing Holmes’ last-minute audition tape filmed in her parents’ house. “And when that video showed up, it changed my whole life.”
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SELMA BLAIR: JOEY POTTER, DAWSON’S CREEK
JB Lacroix/ WireImage; Everett

Katie Holmesbecame a household name as Joey Potter, the moody tomboy everyone rooted for, onDawson’s Creek. Butanother actress almost scored the part, creator Kevin Williamson revealed inEntertainment Weekly.
“I really loved Selma until, of course, I got the infamous videotape from the basement of the Holmes family in Toledo, Ohio,” he says, referencing Holmes’ last-minute audition tape filmed in her parents' house. “And when that video showed up, it changed my whole life.”
39of 39OLIVER HUDSON: JACK PEARSON, THIS IS USBob D’Amico/ABC via Getty; Maarten de Boer/NBCWhile we can’t imagine anyone but Milo Ventimiglia play the role of the beloved patriarch in the family drama, Kate Hudson’s brother was in the running — but missed out on the opportunity due to scheduling conflicts.“So I went in and read, and it went very well, and they wanted me to come and do a chemistry read with Mandy Moore,” the actor saidduring an interview on the podcastThe Ladygang. “But this will tell you how much I love to fish.““I had a 10-day fishing trip planned. It’s my life! Fishing is a big part of my life and it was this 10-day fishing trip and my agent says, ‘We have to test, and they really like you, and this, this, and that,'” he recalled. “And I said, ‘Oh. I’m supposed to go on a fishing trip’… And he’s like, ‘Ok, yea…so? I mean this is a big thing.’ And I said, ‘You know what? I’m going to do my fishing trip, so…'”
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OLIVER HUDSON: JACK PEARSON, THIS IS US
Bob D’Amico/ABC via Getty; Maarten de Boer/NBC

While we can’t imagine anyone but Milo Ventimiglia play the role of the beloved patriarch in the family drama, Kate Hudson’s brother was in the running — but missed out on the opportunity due to scheduling conflicts.
“So I went in and read, and it went very well, and they wanted me to come and do a chemistry read with Mandy Moore,” the actor saidduring an interview on the podcastThe Ladygang. “But this will tell you how much I love to fish.”
“I had a 10-day fishing trip planned. It’s my life! Fishing is a big part of my life and it was this 10-day fishing trip and my agent says, ‘We have to test, and they really like you, and this, this, and that,'” he recalled. “And I said, ‘Oh. I’m supposed to go on a fishing trip’… And he’s like, ‘Ok, yea…so? I mean this is a big thing.’ And I said, ‘You know what? I’m going to do my fishing trip, so…'”
source: people.com