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News

Actors Who Almost Got the Part

The Wedding Planner
Columbia Pictures/Getty Images
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Actors Who Almost Got the Part

By ETonline Staff

1:29 PM PST, January 28, 2021

What if Rachel McAdams turned down her part in The Notebook? What if Melissa McCarthy passed on Bridesmaids? These famous roles could have been played by other familiar faces, but would the films have been totally different? See who passed up or was passed over for some of the most memorable on-screen roles.

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Freddie Prinze Jr. and Sarah Michelle Gellar

Sarah Michelle Gellar Freddie Prinze Jr
Ron Galella, Ltd.

Before Matthew McConaughey and Jennifer Lopez landed the roles of Steve Edison and Mary Fiore in the 2001 romcom The Wedding Planner, a number of other notable stars were considered for the parts. 



In an interview with Yahoo! Entertainment, director Adam Shankman said that British actress Minnie Driver was first up to play Mary. Later, when Sony Pictures acquired the rights to the movie, Jennifer Love Hewitt as well as real-life couple Sarah Michelle Gellar and Freddie Prinze Jr. were thought of for the lead roles. 



"Those actors were people who were talked about, but no one was ever officially cast," Shankman said.


George Clooney

Ryan Gosling George Clooney
Steve Granitz/WireImage

George Clooney revealed that he almost portrayed Noah Calhoun in the 2004 romance movie, The Notebook, a role that ultimately went to Ryan Gosling. 

He also shared that Paul Newman was going to play the older version of his character, but that part ended up going to James Garner. Clooney said that he got cold feet after watching some of Newman's flicks in preparation for the project.

"He’s one of the handsomest guys you’ve ever seen," he said during the 64th BFI London Film Festival. "We met up [again] and I said, 'I can’t play you. I don’t look anything like you. This is insane.'"


Candace Bushnell

Bridget Moynahan SATC Chris Noth Candace Bushnell
HBO/Evan Agostini/Getty Images

The Sex and the City author revealed on The Bradshaw Boys podcast that she was asked if she wanted to play the role of Mr. Big's love interest, Natasha. "[Producer] Darren [Star] asked me 'Do you wanna play Natasha?' And I was like, 'No.'" Bushnell recalled on the podcast. "…They had an actress, she couldn’t do it. [Darren] was like, 'Come down here and play Natasha.' I was like, 'I’m busy, I cannot come to the set.'"

The role ultimately went to Bridget Moynahan.


Darby Stanchfield

darby stanchfield cersei lannister
ABC/HBO

Stanchfield revealed to ET while promoting her Netflix series, Locke & Key, that while she was testing for Scandal she also auditioned to play Cersei Lannister on Game of Thrones. "I would never want it, because [Lena Headey was] so amazing in the role, but it's fun to think,  'Oh you know'...She killed it and I worship her acting. But that's a fun one to say, right?"


Jessica Simpson

Ryan Gosling Jessica Simpson
Jeff Kravitz/FilmMagic

In her memoir, Open Book, Simpson reveals that she read for "the most romantic movie in the world," The Notebook, but had her reasons for turning it down.

"They wouldn't budge on taking out the sex scene," she writes, adding that she wasn't thrilled about starring alongside Ryan Gosling after she heard that he and Justin Timberlake made a bet as to who would kiss her first (Timberlake won). 

The role in the 2004 classic ultimately went to Rachel McAdams. 


Anna Nicole Smith

The Mask Anna Nicole Smith
New Line Cinema/Getty Images, Ron Galella/Ron Galella Collection via Getty Images

Chuck Russell, the director of The Mask, revealed that the model was considered for the role of Tina, the nightclub singer who catches the eye of Stanley (Jim Carrey) in the 1994 film.

"We met," he told Variety. "Anna was charming and bubbly, but did not have other qualities needed for the role. I never took the next step to run scenes with her."


Tom Cruise

Tom Cruise Brad Pitt
CHRIS DELMAS/AFP/Getty Images, PG/Bauer-Griffin/GC Images

The action star nearly nabbed his Interview With the Vampire co-star's role in Once Upon a Time in Hollywood. On Josh Horowitz's Happy Sad Confused podcast, director Quentin Tarantino revealed that he sat down with Cruise to discuss him playing the role of of stuntman Cliff Booth, which ultimately went to Brad Pitt.

"We talked about it," Tarantino shared. "We he's a great guy, and we really hit it off."


Benedict Cumberbatch

Benedict Cumberbatch - True Blood split
Michael Tran/FilmMagic, HBO

It's hard to imagine anyone else playing vampire Bill Compton on True Blood, but it turns out that the series' creator, Alan Ball, originally had a different British actor in mind for the hit HBO show. During the Vulture Festival Los Angeles in November 2018, Ball told fans that it was very difficult to find the right actor for the role, and while he was searching for the right guy, he headed to London, where he met Cumberbatch. Sadly, the showrunner didn't reveal why Dr. Strange didn't end up scoring the part.

Sam Heughan

Sam Heughan Daniel Craig
Getty Images

During a Live With Kelly and Ryan interview, the Outlander star revealed that he was up for the role of 007. "I did audition for Bond a long time ago, when they were redoing it with Daniel Craig when he was Bond 21," the actor disclosed. Back in 2014, Heugen also shared with Vulture that he auditioned a whopping seven times for the part of Renly Baratheon in Game of Thrones. The role ultimately went to Gethin Anthony.

Kiernan Shipka

Kiernan Shipka and Lili Reinhart as Betty Cooper on 'Riverdale.'
Manny Carabel/WireImage, The CW

Before she was casting spells in the Netflix original series Chilling Adventures of Sabrina, star Kiernan Shipka almost ended up as a major player in a different Archie Comics-based TV series -- Riverdale. According to Riverdale and Sabrina creator Roberto Aguirre-Sacasa, Shipka was originally considered for the role of Betty Cooper -- a part that eventually went to Lili Reinhart. "Kiernan was iconic in Mad Men, and I had even thought about her, I was like, 'Oh I wonder if she’d ever do Betty,'" Aguirre-Sacasa told Entertainment Weekly on Oct. 12, referring to the actress' acclaimed performance as Sally Draper on the celebrated AMC drama. However, when the opportunity to write Sabrina came along, the creator says he immediately decided, "I’m writing this for Kiernan!"

Charlie Sheen

Charlie Sheen and Woody Harrelson in 'White Men Can't Jump and 'Indecent Proposal'
Albert L. Ortega/Getty Images, 20th Century Fox, Paramount Pictures

The controversial actor has had, despite his tumultuous and scandal-filled past, an undeniably successful and storied career in both film and television. However, there are two roles that Sheen says he passed on that could have bolstered his early fame significantly -- and both roles went to Woody Harrelson! Sitting down on The Kyle and Jackie O Show, an Australian morning radio program, on Oct. 2, Sheen said he first passed on the starring role in the 1992 basketball dramedy White Men Can't Jump, as well as the one in the 1993 drama Indecent Proposal. "My friends tell me that Woody should send me roses for creating his career," Sheen quipped during the interview. Although his standout role on Cheers may have also played a part in that.
 

Tiffani Thiessen

Tiffani Thiessen and Jennifer Aniston as Rachel in NBC's 'Friends'
Paul Archuleta/FilmMagic, NBC

The Saved by the Bell star came very close to starring as Rachel Green on the hit sitcom Friends. Thiessen was a guest on comedian Nikki Glaser's SiriusXM radio show on Oct. 1, and she revealed that she auditioned and was screen-tested for the role. However, being 20 at the time, Thiessen said they felt she was "just a little too young" to be paired with the other castmembers, and a then-25-year-old Jennifer Aniston got the role instead.

John Krasinski

John Krasinski Captain America
Getty Images/Walt Disney Studios

Chris Evans' performance as Steve Rogers, aka Captain America, is now solidly part of the Marvel cinematic canon. However, it turns out there was almost another Boston native wearing Cap's classic stars and stripes: John Krasinski! The Quiet Place director star revealed in an interview with Variety that he actually found out he had been passed over for the origin story part in Captain America: The First Avenger on wife Emily Blunt's birthday, back in 2010. “My agent called and said, ‘They’re going to go with Chris Evans,’” he recalled. “And I remember I said, ‘Yeah, look at him. He’s Captain America.’” According to Krasinski, Blunt offered to cancel their evening plans in the wake of the disappointing news, but he rallied for the celebration. “I said, ‘It’s Chris Evans. Of course we’re going to dinner.’”

Tiffany Haddish

Tiffany Haddish
Theo Wargo/Getty Images, Blumhouse Productions/Universal Pictures

While Haddish has been enjoying meteoric success following her breakthrough role in Girls Trip, and several well-received appearances, including hosting Saturday Night Live and presenting at the Oscars. However, she revealed during her sit-down with Seth Meyers on April 9 that she turned down the chance to audition for Jordan Peele's groundbreaking horror film, Get Out, which was nominated for an Oscar for Best Picture and earned Peele the coveted trophy for Best Original Screenplay. Haddish, who previously worked with Peele on his film, Keanu, said the director asked her to audition for a role in Get Out, but she turned it down because she didn't want to be in a horror movie. "He let me read it and asked me to audition, [and] I was like ‘Aw, man. Look, I don't do scary movies, dog. I don't do that. You know, that's demonized kind of stuff. I don't let that in my house,'" she told Meyers. She went on to say that she had heard of horror movie sets being cursed in the past, and didn't want any part of it. "I don't want to get no curses," she said. "People already curse me out enough as it is."

David Duchovny

David Duchovny and Full House stars
Getty Images

The X-Files star revealed on Jimmy Kimmel Live that he auditioned for all three leading man roles on Full House, which ultimately went to John Stamos (Uncle Jesse), Dave Coulier (Uncle Joey) and Bob Saget (Danny Tanner).

"I had great disappointment because I had auditioned for a show called Full House," he shared. "They could not figure out how to use me. All they could figure out was how they did not want to use me."

Matthew McConaughey

Matthew McConaughey and Leonardo DiCaprio
Getty Images/Paramount Pictures

While on The Late Show With Stephen Colbert, Kate Winslet revealed that Leonardo DiCaprio wasn't the only A-lister up for the part of Jack in the 1997 classic film Titanic.

"I auditioned with Matthew [McConaughey] -- isn't that weird?" she shared. "Never said that in public before!"

Jennifer Lawrence

Jennifer Lawrence and Emma Stone
Getty Images/Olive Bridge Entertainment

During The Hollywood Reporter's annual Actress Roundtable, Jennifer Lawrence and Emma Stone talked about competing for the role of Olive Penderghast in Easy A.

"I auditioned for Easy A. I wanted it so bad," Lawrence revealed. 
"Well, guess what? You didn't get it," Stone quipped back. "You didn't get it because you suck!"
"Outside!" Lawrence fired back.

Beyonce

Beyonce and Plumette
Instagram/Disney

Beauty and the Beast director Bill Condon told Yahoo Entertainment  that he offered Beyonce the role of Plumette the feather duster in Disney's live-action movie. 
"It wasn't a big enough part," Condon confessed. "She would have been a good feather duster."
The role ultimately went to Beyond the Lights star Gugu Mbatha-Raw.

Leonardo DiCaprio

Leonardo DiCaprio and Hocus Pocus
Getty Images/Disney

Hocus Pocus director Kenny Ortega revealed in an interview with Entertainment Weekly that the Oscar winner auditioned for the part of Max in the 1993 movie but was too busy at the time to join the cast. Needless to say, DiCaprio left a lasting impression on Ortega.
"He’s just the most sincere and most centered and a wild child at the same time," he recalled. "He was feeling awkward. He was like, ‘I just feel really bad being here because I’m up for two other movies and I really want them both and I don’t want to lead you on.’"
Those two movies were What’s Eating Gilbert Grape and This Boy’s Life, both of which put DiCaprio on the map. 

Valerie Bertinelli

Valerie Bertinelli Footloose
Bravo/Paramount Pictures

The actress revealed on Watch What Happens Live With Andy Cohen that she went out for the leading lady role in the 1984 movie Footloose.
"It was between me, Lori Singer and Jennifer Jason Leigh," she shared. The part ultimately went to Singer, and for good reason. "I can't dance," she confessed.

Maggie Siff

AMC/Getty Images
The Billions star revealed to Cigar Aficionado that she was up for a major role on Mad Men. "Originally, I was supposed to read for the character of Peggy Olson [which went to Elisabeth Moss], but my manager said, 'I don't think you're Peggy. You’re Rachel,'" she shared. "So that's what I read for. They kept calling me back."

Siff ended up portraying Rachel Menken on Mad Men, who was the head of Menken's department store and became romantically involved with Don Draper (Jon Hamm).

Ian McKellen

Warner Bros/Getty
Ian McKellen has already brought the wizard Gandalf to life on the big screen in the Lord of the Rings and The Hobbit trilogies, but it turns out the acclaimed thespian also had the opportunity to star as another beloved wizard -- Albus Dumbledore in the Harry Potter saga!




After the death of actor Richard Harris -- who originated the role of the celebrated Hogwarts headmaster in the first two Harry Potter films -- producers approached a number of famed English actors to take over the role in the remaining installments in the franchise, including McKellen.




"When they called me up and said would I be interested in being in the Harry Potter films, they didn’t say in what part," McKellen recounted in a recent interview with the BBC. "I worked out what they were thinking, and I couldn't… I couldn't take over the part from an actor who I'd known didn't approve of me."




McKellen's explanation was in response to a comment Harris made years ago in which he criticized McKellen -- as well as actors Kenneth Branagh and Derek Jacobi -- for being "technically brilliant but passionless."




However, the 77-year-old Golden Globe-winning screen legend admitted that he occasionally questions the choice, sharing, "Sometimes, when I see the posters of Mike Gambon, the actor who gloriously plays Dumbledore, I think sometimes it is me."

Michael Phelps

Tarzan
Shaun Botterill/Getty Images; Warner Bros. Pictures

In the latest big screen adaptation of Edgar Rice Burroughs’ iconic jungle man, Tarzan, Alexander Skarsgard plays the titular hero, showing off his ripped abs and long blond locks as he swings from vines and punches gorillas in the face.



However, if the late producer Jerry Weintraub had gone with his first choice, fans could have seen Olympic superstar Michael Phelps running around the jungle sans shirt.



According to an interview with The Legend of Tarzan's Margot Robbie in Vanity Fair, Weintraub would often rave about Phelps, and told the actress, "It's going to be like Johnny Weissmuller!" referring to the original star of the Tarzan series in the 1930s, who was also an Olympic swimmer and five-time gold medalist.



Weintraub, who was instrumental in pushing The Legend of Tarzan through development and onto the big screen, reportedly decided against casting Phelps when he watched the swimmer's less-than-impressive performance hosting an episode of Saturday Night Live in 2008.



Sadly, Weintraub died on July 6, 2015, while The Legend of Tarzan was in post-production and almost exactly one year before the film hit theaters.


Mel Gibson

Getty Images/Paramount Pictures
The Hacksaw Ridge director recently revealed that he almost played Norse god Odin in the Marvel cinematic universe, a part that ultimately went to Anthony Hopkins.

"Yeah, long time ago, to play Thor’s dad," Gibson told The Guardian when asked if he had ever been tapped for a part in a superhero movie. "But I didn’t do it."

Charlize Theron

Getty/United Artists
The Mad Max: Fury Road star was almost a Showgirl, according to Paul Verhoeven, the director of the now-infamous 1995 flop.

"Charlize also auditioned, and I don’t recall her having any problem with the nudity at all," Verhoeven told the New York Daily News about the casting process. "She was good and wanted the part, but basically she was not well known enough at the time and just did not fit the part, so we said 'no.'"

Considering what the part did for Saved by the Bell star Elizabeth Berkley's career, Verhoeven almost admits, "She was very lucky that she did not get the part."

Cameron Diaz

Getty/New Line Cinema
Diaz was originally cast as protagonist Sonya Blade in the film adaptation of the Mortal Kombat video game, but broke her wrist while training for the fight sequences. 

Bridgette Wilson was wrapping up her role on the Adam Sandler comedy Billy Madison when she got the call to fill in for Diaz.

"I went and filmed Billy Madison and thought, 'Oh my gosh, I'm going to lose the part because they couldn't make a decision,'" she told People in honor of the film's 20th anniversary. "Then on my last day of filming on Billy Madison, they called me up asked, 'Will you do it if we fly you out the next morning?' and I said 'Yeah!' I was so happy both worked out."

Matt Bomer

Getty Images
This Magic Mike XXL star almost played Superman in Man of Steel!

"I had screen tested with Amy Adams (who played Lois Lane in the movie) in the tights," Matt Bomer shared while on Josh Horowitz's Happy, Sad, Confused podcast, adding that Paul Walker was also in his audition. "It was a month of, 'OK, it looks like this is going to happen,' and then it slowly fell apart."

"It's OK," he continued. "I have zero regrets about that."

Paul McCartney

Getty Images
Turns out, Friends could have been even better! The sitcom's casting director Leslie Litt revealed to The Huffington Post that she approached Paul McCartney to play the role of Ross Gellar's father-in-law when he gets married to Emily Waltham in London.

Litt said The Beatles frontman turned down the role in a handwritten letter. "He thanked me for my interest and said how flattered he was, but it was a very busy time for him," she recalled.

Cara Delevingne

Disney
Cara Delevingne's acting career almost took off before we ever saw her on the socialite scene. The supermodel revealed to W magazine that she auditioned for Tim Burton's 2010 film Alice In Wonderland.

"My interpretation of Alice was a little crazy. I overplayed it -- the way a young girl would overplay all her emotions," she admitted. "I sent my tape off, and then I was at a wedding and this woman came over to me. She said, 'You don't know me, but I know exactly who you are (it was was Lili Zanuck, the wife of Richard Zanuck, the film's producer). She told me that they all loved my tape! And I went to Tim Burton's house and met with him. I didn't get the part, but that experience lit a fire in me."

The part of Alice ended up going to Mia Wasikowska.

Jon Hamm

Getty Images
Jon Hamm just couldn't get out of his Mad Men obligations to take on the role of Nick Dunne in Gone Girl, which eventually went to Ben Affleck, Page Six reports.

"[Mad Men creator] Matt [Weiner] would not let Jon out of his contract to do Gone Girl," sources told the publication. "Jon was really upset about it at the time -- and is still upset, because he’s thinking about the future of his career as Mad Men comes to a close."

Taraji P. Henson

Getty Images
Before landing her role as the sassy Cookie Lynn on Empire, Taraji P. Henson auditioned for Kerry Washington's Scandal character Olivia Pope.

"When I went in to read for Shonda Rhimes, in my mind I was like, 'This is Kerry Washington. Why am I even in here?'...It was hers," she told Power 105.1's Angie Martinez. "It was her job, and she's great in it."

Charlie Day

Getty Images
The lovable Always Sunny In Philadelphia star Charlie Day wasn't always such a hot commodity in the comedy world. The actor confessed to Backstage.com that he auditioned for Wet Hot American Summer and Road Trip, but was sadly turned down for parts in both cult classic comedies.

Charlie admitted that he needed to hone his craft a bit more before starting Sunny and landing roles in films like Horrible Bosses and Going the Distance. "The more stuff that I did just with friends at home with a video camera, the more I saw myself," he said, adding, "and the more I saw what I thought was working and not working."

Reese Witherspoon

The Weinstein Company
Reese Witherspoon may have landed another Oscar nomination had she scored the role of Peggy Dodd in the 2012 film The Master. Director Paul Thomas Anderson revealed on the podcast WTF with Mark Maron that the actress was considered to play the wife of Lancaster Dodd (Philip Seymour Hoffman).

The part ended up going to Amy Adams, who was nominated for both a Golden Globe and Oscar for her performance. Witherspoon went on to star in P.T. Anderson's 2014 film Inherent Vice. 

Thom Evans

Getty Images
Thom Evans, former rugby player and ex-boyfriend to 90210 star Jessica Lowndes, claims that he landed an audition to play S&M enthusiast Christian Grey in the erotic book-turned-movie Fifty Shades of Grey. "I actually went up for Jamie's role of Christian Grey," he told Attitude magazine. "The audition was pretty tame to be honest, but it was a great experience for me. It's such a huge project and I'd be lying to say I wouldn't have loved to have got the role."

That being said, Evans does admit that Jamie Dornan makes a good Christian Grey. "But I think Jamie is perfect for it and I can't wait to see it," he said of the Fifty Shades star. "He's flourishing in the acting world, and if I could do half as well as he has I'd be more than happy!"

Reese Witherspoon

reese witherspoon
Alberto E. Rodriguez/Getty Images for The Hollywood Reporter;Dominique Charriau/WireImage

While the role of Amy Dunne in Gone Girl ended up going to Rosamund Pike, the film's producer Reese Witherspoon told The Hollywood Reporter that she was open to playing the part.



The Oscar winner explained that director David Fincher didn't think she was the right fit to play Ben Affleck's missing wife. "We had a long conversation where [Fincher] was like, 'You're not right for it. And this is why,'" she revealed to THR. "And I actually completely agreed with him."



Reese added that Charlize Theron, Emily Blunt and Natalie Portman were also considered for the role.


Jon Stewart

NBC
Jon Stewart was really sought after for a major network job. According to New York Magazine sources, the host of Comedy Central's Emmy-winning Daily Show was heavily pursued by NBC News to host Meet the Press.

One source claims the network was willing to offer Stewart "everything." The source tells the publication, "They were ready to back the Brink's truck up."

Instead, Chuck Todd took over the news program.

Mindy Kaling

Mindy Kaling
George Pimentel/Getty Images; Universal Pictures

That could have been Mindy Kaling pooping in the street wearing a wedding gown! The Mindy Project star revealed on Watch What Happens Live that she was up for a role in the 2011 comedy Bridesmaids.



"No one ever calls me into to audition for things because I’m so specific," she told host Andy Cohen before going into her story of almost landing the role of bride Lillian. "Oh, you know what it was? Bridesmaids. Which was a movie I loved. It was for Maya Rudolph's part. I practiced it so much and I was so into it. I loved that whole cast. That was one that was a heartbreaker.”


Lily Collins

The CW
Mirror Mirror star Lily Collins almost got to sit on the Met steps with the cool kids. The actress revealed to Marie Claire UK magazine that she went out for a part on the now-canceled CW drama Gossip Girl, but didn't land the role. "I tested for Gossip Girl. I wanted to be in it so badly, I thought at the time it was the end of the world," she admitted.

"Now I think, 'Well I would have got pigeon-holed, have had to move to New York, leave high school and be signed away for six years. I wouldn't have done the films I've done, and everything would have been so different."

Do you think should would've been a good fit for the Upper East Side?

Jennie Garth

Getty Images
According to Lifetime's The Unauthorized Saved By the Bell Story, Jennie Garth almost snagged the role of Kelly Kapowski on Saved By the Bell!

Though Garth eventually lost the role to Tiffani Thiessen, she did end up nabbing another iconic '90s role -- that of Kelly Taylor on Beverly Hills, 90210.

Interestingly enough, Thiessen later joined Garth on 90210, playing Valerie Malone years later.

Katie Holmes

Getty Images
Katie Holmes almost scored two virginal teenager roles in the late '90s. In addition to playing Joey Potter on Dawson's Creek, screenwriter/director Roger Kumble revealed to Cosmopolitan magazine that Holmes was considered to take on the lead role of good girl Annette Hargrove in the 1999 film Cruel Intentions. Kumble said the studio really wanted the young actress but he thought, at the time, the film "needed someone with a little more strength of character."

That's when he and Cruel Intentions leading man Ryan Phillippe decided to persuade the actor's then-girlfriend (and later his first wife) Reese Witherspoon to take the part.

"So, basically, we took Reese out to dinner to get her drunk, and we ended up getting drunk," Kumble admitted. "And I literally got down on my knees and begged her: 'Please, it'll be 15 days, you'll be great.' And Reese was like, 'I'll do it. But we need to work on the character.' I'm like, 'Anything, anything, anything.' She wanted to strengthen the character, and she was right. And she and I got together, and we gave Annette more bite so she wasn't a doormat. And I'm very grateful to her for that."

Julia Roberts

InStyle
Can you see Julia Roberts in this classic rom-com role?

The Oscar winner revealed in the Sept. 2014 issue of InStyle magazine that she was up for the female lead in 1993 classic Sleepless In Seattle. "I'd been offered Sleepless in Seattle but couldn't do it. [Meg Ryan] and Tom Hanks are just such a jewel of a fit in that," she revealed.

"I guess what they did for that moment in time is sort of what Richard [Gere] and I were doing across town (in Pretty Woman), you know? I always feel like there is room for everybody. I don't consider myself really all that ambitious. When I didn't get a part -- even when I was younger and needing to pay my rent -- I would think, 'Oh, someone else got it. She's going to be so good.' I never felt sour grapes."

Vanessa Williams

Getty Images
Actress, singer and model Vanessa Williams has found success in a lot of different avenues in her life, and she's performed in many acclaimed roles in film, television and on Broadway. But she let one Oscar-winning role slip through her fingers; the lead in the critically touted Monster's Ball. The role eventually went to Halle Berry, who ended up winning an Oscar for her effort.

Why didn't Williams accept the role when it was offered to her? On a recent episode of Oprah's Master Class, she reveals it was because she had just given birth to her daughter Sasha, and didn't want to be nude in front of the whole world. "I just had a baby, and I was like, 'I am not getting naked in front of a crew of people at this time!'" she told Oprah.

The 2001 film, which graphically depicts the sexual relationship between a poor Southern woman (Berry) and a widowed prison guard (Billy Bob Thornton) after her husband gets executed for murder, was also nominated for Best Screenplay.

Lucy Hale

Getty Images
This Pretty Little Liars could have been your Anastasia Steele. Lucy Hale revealed to MTV News that she went out for a role in E.L. James' erotic novel-turned-movie Fifty Shades of Grey, but the audition didn't go as planned. "It actually was just me [in the audition]. It was a two-page monologue of exactly what you would think it would be," she admitted. "Very uncomfortable. But it was sort of one of those things where you just had to go for it or you're just gonna look lame -- hopefully, I didn't look lame."

The S&M movie role ultimately went to Jamie Dornan as the leading man Christian Grey and Dakota Johnson, daughter to Melanie Griffith and Don Johnson, as Anastasia. "I think any girl in my demographic would have loved to be a part of it," Hale said. "Mainly, I was just interested in doing something risky and doing something a little different than my character on PLL so it took me out of my comfort zone."

Hale described the scene, saying, "The scene was, like, the girl telling her friends about some sexcapade she had, but it goes into extreme detail and uses the word 'sperm' a couple times. I was like, 'I don't know guys, I have to go home to my grandparent's house in a few months at Christmas, I don't know if I can do this.'" Do you think Hale would've been right for the shy, virginal role of Anastasia Steele?

Lily Allen

Getty Images
British pop star Lily Allen revealed on Reddit's AMA (Ask Me Anything) that she was originally offered to play the sister of her real-life brother, Alfie Allen, on Game of Thrones. Alfie plays Theon Greyjoy on the hit HBO show, and in the season 2 episode The Night Lands, he unknowingly meets his sister Yara and begins feeling her up.

"They asked me if I'd be interested in playing Theon's sister, and I felt uncomfortable because I would have had to go on a horse and he would have touched me up and sh**," Lily revealed. "Once they told me what was entailed, I said, 'No thanks.' I would be open to doing a musical cameo like Sigur Ros though."

Josh Hartnett

Getty Images
In a new interview with Details, Josh Hartnett reveals he turned down the role of Superman in Bryan Singer's 2006 Superman Returns, which eventually went to Brandon Routh. "Spider-Man was something we talked about. Batman was another one. But I somehow knew those roles had potential to define me, and I didn't want that," Hartnett, now 35, tells the magazine. "I didn't want to be labeled as Superman for the rest of my career. I was maybe 22, but I saw the danger."

James Franco

Getty Images
Can you imagine James Franco playing Mean Girls heartthrob Aaron Samuels?! Daniel Franzese, who plays Lindsay Lohan's pal Damian in the 2004 flick, talked about the casting of the teen movie to Cosmopolitan magazine. "Lindsay recently told me that ...James Franco was considered for the role of Aaron Samuels. I thought that was so cool -- [Jonathan] Bennett was great but that would've been cool."

Jennifer Connelly

Getty Images
Heathers screenwriter Daniel Waters recently dished to Cosmopolitan magazine that the role of Veronica -- memorably played by Winona Ryder -- was originally written for Jennifer Connelly! "Winona likes to tease me that I wanted Jennifer Connelly instead of her and I didn't think Winona was pretty enough. Because she was -- at that time, she had only done Lucas and Square Dance, not even Beetlejuice, so I thought she was this scrawny little unattractive girl. So I said, 'It can't be!' But of course now everyone makes fun of me, so," he admitted. Connelly actually turned down the part in the 1988 classic, which ended up starring Ryder, Christian Slater and Shannen Doherty.

Liam Neeson

GQ Magazine
Liam Neeson admitted that he turned down the role of President Abraham Lincoln in Lincoln, a role that won Daniel Day-Lewis an Oscar. "[My wife] Natasha [Richardson] died in March, and then -- I want to think it was toward the end of April, Steven [Spielberg] got together a reading, and we all sat: Sally Field, John Lithgow. Oh, just great actors. And Doris Kearns Goodwin, and Steven, of course," he recalled to GQ magazine. "We started reading this, and there was an intro, and then I see 'Lincoln:' where I have to start speaking, and I just--a thunderbolt moment. I thought, 'I'm not supposed to be here. This is gone. I've passed my sell-by date. I don't want to play this Lincoln. I can't be him.'"

As for Day-Lewis' portrayal of the late president, "I was thrilled that Daniel played him, and when I saw the film, I was like, 'He's f**kin' Abraham Lincoln. This is perfect. Perfect.'"

James Van Der Beek

james van der beek
Jason LaVeris/FilmMagic;Paramount Pictures

Dawson's Creek star James Van Der Beek admitted that he lost out to Edward Norton for the role of Aaron in the 1996 film Primal Fear.



"I remember I auditioned for this movie way back when I was doing theater in New York and the Albee play that I had done. I met this guy after one performance who said, ‘You know, I really wanted to play this role, but they told me I was too old,'" Van Der Beek recalled to Entertainment Weekly. "This guy had actually read the play when nobody had seen it and wrote Edward [Albee] all these letters saying, 'Why aren't you doing this in New York?' And Edward actually wrote him back and said, 'I did, you should come audition,’ and so this guy did -- but he was too old and didn't get it. Turns out that was the guy who got Primal Fear, and it was Edward Norton! He was phenomenal. I remember really thinking, 'Wow, this is a career-maker,' and I was really happy for Edward. It's so funny: For years it was the big joke in Hollywood that every young actor claims they were second choice for Primal Fear. I know so many guys for whom that was a conversation, like, 'Yeah, I was second choice for Primal Fear.' I was definitely not second choice. I must have been way down the list because I remember thinking I botched that audition."


Tom Selleck

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Tom Selleck admits that he was offered the role of Indiana Jones, but he insists that he didn't turn it down. Setting the record straight on the Late Show With David Letterman on March 5, 2014, Selleck explains, "They held the offer out about a month. And the more they held out the offer and talked to the network, the more the network said, 'no…' So I go to Hawaii to start Magnum [P.I.], the actors go on strike, and I had given my deposit to a landlady and I couldn't afford a security deposit. So I start working as a handy man, in Hawaii, with no job. And guess who comes to Hawaii to finish their movie? Raiders of the Lost Ark. So I could've done them both." WATCH.

Selleck added that Indiana Jones star Harrison Ford is "kinda sick of this story."

Leonardo DiCaprio

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In an interview with Variety, Leonardo DiCaprio revealed that at age 18 he turned down the part of Max Dennison in Disney's Hocus Pocus in hopes of landing the role in What's Eating Gilbert Grape? (which he did). That being said, he hadn't even auditioned for Gilbert Grape when he said no to the role. "I don't know where the hell I got the nerve," DiCaprio said in retrospect. "You live in an environment where you're influenced by people telling you to make a lot of money and strike while the iron's hot. But if there's one thing I'm very proud of, it's being a young man who was sticking to my guns."

Heather Graham

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The 1988 high school comedy Heathers, starring Winona Ryder and Christian Slater, is an '80s cult classic, but what if it had an actual Heather in it? As it turns out, a 17-year-old Heather Graham was originally cast to play Heather McNamara, a role that eventually went to actress Lisanne Falk. According to Graham, her parents objected to the dark subject matter of the film and wouldn't let her be in it. That same year, Graham starred opposite Corey Haim and Corey Feldman in the teen comedy License To Drive.

Anne Hathaway

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Though it's hard to picture anyone else but Jennifer Lawrence playing the role of mentally unstable Tiffany Maxwell in the critically acclaimed Silver Linings Playbook, it turns out Anne Hathaway was the first pick, but dropped out due to "creative differences" with director David O. Russell, film producer Harvey Weinstein revealed in an interview on Howard Stern's radio show Wednesday, January 15, 2014.  " ... I've always believed if we can't get somebody established, we'll find somebody new," he told Stern. "I'll give you an idea: Silver Linings Playbook was originally going to be with Anne Hathaway and Mark Wahlberg ... and then Anne wasn't doing it. ... David and Anne had some creative differences. They didn't see eye-to-eye." But of course, everything worked out for the best for the two ladies -- Lawrence won an Academy Award in 2013 for the role, while Hathaway won her own Oscar for her performance as Fantine in Les Miserables the same year. 

Patton Oswalt

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Young Adult star Patton Oswalt revealed to Variety's Jenelle Riley that he auditioned for the critically acclaimed film 12 Years a Slave. Patton was looking to fill one of the roles of the two men who kidnap the protagonist, Solomon Northup, and sell him into slavery. Those parts eventually went to Saturday Night Live cast member Taran Killam and Scoot McNairy.

"I didn't get the role, but when I saw the guy who got it, he was great!" Oswalt said. "So I never get too down about not getting a part. Casting people know what they're doing. You want to be in a good movie, but you don't want to suck in something great. They got the perfect person to play that role."

Audrey Gelman

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Turns out, Allison Williams wasn't the first choice to play Marnie Michaels on Girls. According to Page Six, producers were looking to cast Lena Dunham's real-life best friend Audrey Gelman to play Hannah Horvath's gal pal. However, Gelman turned down the role to pursue other career endeavors, but if she looks familiar, it's because she does still have a small role on the HBO show. The brunette beauty plays Charlie Dattolo's girlfriend Audrey in season 1 and the beginning of season 2.

Johnny Depp

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Dr. Who showrunner Steven Moffat revealed to SFX magazine that he did consider A-list actor Johnny Depp for the highly coveted role, but went with John Hurt instead. "Why not a mayfly Doctor, who exists for one show only?" he said as he comes up on the show's 50th anniversary. "I'd often thought about that. Would it be weird in the run of the series to have the 45th Doctor turn up and be played by Johnny Depp or someone? Would that be a cool thing to do?"

Bill Murray

Getty Images
Director Noah Baumbach revealed on comedian Marc Maron's WTF podcast that he really wanted Bill Murray to fill the role of the pretentious father Bernard Berkman in his 2005 film The Squid and the Whale. Baumbach, who co-wrote Murray's movie Life Aquatic with Wes Anderson, said jokingly of the actor, "I still think he's yet to pass." The role ultimately went to The Newsroom star Jeff Daniels.

Blake Lively

Warner Bros.
According to Variety, Blake Lively was considered for Sandra Bullock's role in the critically acclaimed Gravity, but several insiders ultimately felt that she was too young for the role --especially considering that the main character was supposed to have a daughter in the film. Other high profile actresses that surprisingly passed on the lead role? Angelina Jolie and Natalie Portman.

Michael Fassbender

GQ Magazine
The Irish actor didn't explode on our shores until 2010 when he scored the role of Erik Lensherr (Magneto) in X-Men: First Class off the strength of his charismatic performance in Inglorious Basterds, but according to Fassbender, he almost became a Hollywood heartthrob a full decade earlier!

The 12 Years A Slave star covers November's GQ issue and inside reveals he got very close to starring in 2001's Pearl Harbor! "Disney sent me a really nice note," he laughs of a failed audition for Ben Affleck's lead role.

For more from Fassbender's GQ, click here!

James Gandolfini

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The late James Gandolfini was almost cast as another HBO gangster. It was revealed at Boardwalk Empire's PaleyFest panel that The Soprano's star was considered to play notorious gangster Nucky Thompson, the role that eventually went to Steve Buscemi. "[Gandolfini was] one of the first people we talked about," showrunner Terence Winter said (via Deadline). "Not only had we just worked with him, but he also bore such an uncanny resemblance to the actual Nucky."

Sandra Bullock

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Sandra Bullock recently revealed to Yahoo! Movies that she lost the lead role in Out of Sight to Jennifer Lopez.

"When you know each other, you don't think, 'Oh we have gotta work together,'" Bullock told Yahoo! Movies about her Gravity co-star George Clooney. "Years ago I had a meeting with them for Out of Sight. They didn't want me for the film and I was like, 'Oh, our friendship is so over.' It obviously wasn't over. But that's the only time [we came close to being colleagues]."

Though not even Bullock could deny Clooney and Lopez's sizzling chemistry in the 1998 Steven Soderbergh film.

"I wasn't cast in a great movie, but now I get to work with him in another great movie," she said.

Jake Gyllenhaal

Bravo
While on Bravo's Inside The Actors Studio, Gyllenhaal revealed he missed out on a chance to star in 1992's The Mighty Ducks because his parents wouldn't let him out of school to audition.

"I remember them saying, 'No.' That I was applying to junior high schools and that I had to apply," Gyllenhaal told host James Lipton. "I remember crying on the kitchen counter, telling them that I hated them."

Gyllenhaal then turned to his mother, who was in the audience, and said, "Mighty Ducks is a good movie. But ... whatever."

Alicia Silverstone

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The My So-Called Life part that put Claire Danes on the map and earned her a Golden Globe nearly went to actress Alicia Silverstone. The Clueless star auditioned for the part of Angela Chase at age 16, and executive producer Ed Zwick was so taken with her that he told his co-executive producer Marshall Herskovitz to "just cast her," according an article in The New Yorker.

However, Herskovitz found Silverstone to be "too pretty." "People would have been telling her she was beautiful since she was six years old. You can't put that face in what's been written for this girl," he argued. Casting director Linda Lowy said of Danes' audition, "From the minute she walked in the room, Claire was chilling, astounding, and silent. There was so much power coming out of her without her doing much."

Seth Rogen

Getty Images
Snippets of the 10-year-old audition tapes for NBC's The Office were released as one of the bonus features for season nine of the beloved show, in which it's revealed that Seth Rogen auditioned for the role of Dwight! Of course, the role eventually went to Rainn Wilson -- and Rogen went on to make his mark in film, most notably Pineapple Express and Knocked Up. Other famous faces that auditioned for roles in The Office? Future comedy stars Adam Scott, John Cho and Eric Stonestreet.

Eminem

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In an with Wired, Elysium director Neill Blomkamp revealed that he initially offered Eminem the role of Max De Costa, though the rapper turned it down because Blomkamp could not meet his demand to shoot the film in his hometown of Detroit. Matt Damon eventually ended up taking the role, when the Oscar winner was impressed by the director's vision for the highly anticipated sci-fi film.

Gabrielle Union

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In July 2013, Gabrielle Union revealed that she lost the lead role of ABC's Scandal to Kerry Washington -- but the experience had a silver lining. "I said to myself, 'Oh my God, these roles are out there,'" Union said. "It showed me that you don't have to settle. Luckily, the success of her and the show bred more work. Just from the audition process, I knew that I couldn't go backward."

Al Pacino

Getty Images
Can you imagine Al Pacino taking on Harrison Ford's classic role of Han Solo in Star Wars?! During An Evening With Pacino in London, England on June 2, 2013, the acclaimed actor revealed that he could have had the part but he "didn't understand the script." Pacino said, "It was mine for the taking."

Frances Bean Cobain

Summit Entertainment
Courtney Love revealed on Howard Stern's show on May 30, 2013 that her daughter Frances Bean Cobain was considered for the role of Bella Swan in the Twilight film franchise. "Someone just saw a picture of her in a magazine and sent me the script for Twilight," she revealed of her daughter, also the child of the late rocker Kurt Cobain. Love claims that Frances, who was 13 at the time, turned down the offer because it would have "destroyed her life."

Gwyneth Paltrow

Getty Images
Gwyneth Paltrow auditioned for the role of Dr. Ellie Sattler in Steven Spielberg's groundbreaking Jurassic Park, a role that eventually ended up going to Laura Dern. But she's not the only A-list actress who lost out on the part -- Helen Hunt was also turned down. "I'm a lucky girl," Dern said on Today, when asked about edging out the award-winning actresses.

Jon Stewart

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Jon Stewart was thisclose to being Goldie Hawn's boyfriend. Onscreen, that is.

During an interview with guest Eva Mendes on Wednesday's The Daily Show, Stewart revealed that he was almost featured as a love interest of Hawn in 1996's The First Wives Club. The scenes were filmed but, alas, never made the final cut.

Will Smith

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Will Smith turned down Jamie Foxx's part in Django Unchained because he "needed to be the lead." "Django wasn’t the lead, so it was like, I need to be the lead. The other character was the lead!," he tells Entertainment Weekly about Christoph Waltz's Oscar-winning bounty hunter role. But Smith has no hard feelings toward director Quentin Tarantino. "I thought it was brilliant," he says of the film. "Just not for me." 

Emma Roberts

A24 Films
Pretty Little Liars star Ashley Benson earned raves for her performance in Spring Breakers, but in an early incarnation of the film, Emma Roberts was slated to play the role of Brit. However, Roberts dropped out in January 2012 due to "creative differences."

'The Office'

NBC
Rainn Wilson just posted a photo of the original sign-in sheet for day one of casting on The Office pilot (conducted November 6, 2003), which reveals some of the other actors who auditioned for the roles that went to Steve Carell, John Krasinski and Jenna Fischer.

The biggest standouts are Parks and Recreation star Adam Scott (auditioning for Jim), Suburgatory star Alan Tudyk (auditioning for Michael) and Mary-Lynn Rajskub (auditioning for Pam).

"I was the very first person to audition for the series," Rainn wrote. "Notice all the amazing talent on the sheet, including the amazing #13! This is perhaps the greatest Office keepsake I have. So grateful for the best job I will ever have."

Brooklyn Decker

Lionsgate
Battleship star Brooklyn Decker admitted to omg! that she auditioned for a role in The Hunger Games franchise, but declined to name for which part. "Not for the Katniss, but for a character in the second book that I loved," she dished. "I read the books in three days, and cried. I worshipped the books. I was like, 'I wanna be in the movie, I wanna do it.'" Though she didn't get the part, it won't stop the super-fan from enjoying the films. "I was bummed, but it is not going to stop me from seeing it on opening night," she said. 

Timothy Olyphant

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Justified star Timothy Olyphant revealed on Late Night With Jimmy Fallon on March 11, 2013 that he was let go from Sandra Bullock and Nicole Kidman's 1998 movie Practical Magic. He said they originally wanted George Clooney but they settled on him, only to later cast Aidan Quinn as Officer Gary Hallet, Bullock's love interest in the film. Needless to say it didn't work out, and Olyphant went on to find fame in the 1999 movie Go and HBO's Deadwood. 

Mark Wahlberg

Getty Images
Can you imagine Mark Wahlberg in the final frontier?! The actor revealed to Total Film that he had the opportunity to join the new Star Trek movie franchise, but turned down the part. "I remember [J.J. Abrams] asking me to play Captain Kirk's father in Star Trek," the Broken City star said. "I tried to read the script and I didn't understand the words of the dialogue or anything. I said, 'I couldn't do this. I think you're really talented, but I couldn't do it.'"

Hugh Jackman

Getty Images
Could you imagine Hugh Jackman playing Ryan Gosling's role in 2011's Drive?! In a new interview with The Hollywood Reporter, Hugh revealed he pulled out of the surprise hit, which he actually had developed, because he was unsure about working with new director Nicolas Winding Refn. Other roles he admits to passing on include Richard Gere's role in 2002's Chicago, and he also declined to be considered for the role of James Bond, which eventually went to Daniel Craig.

Connie Britton

Getty Images
Nashville star Connie Britton didn't land the role in Jerry Macguire that put Renee Zellweger on the map! "I walked into my brand-new agent’s office the next day, and I put the script down on his desk, and I was like, 'I have two words for you: Jerry Maguire,'" she told The New York Times. Britton says when they passed on her, it was "heartbreak."

Sofia Vergara

Getty Images
Sofia Vergara was originally cast as Charlotte Bless in Lee Daniels' 2012 film The Paperboy, but was later replaced by Nicole Kidman. "I was so glad that I didn't have to pee in anyone's face, though," she told GQ, referring to the urination scene between Kidman and Zac Efron's character. "I was glad it was not me. For [Kidman], that's nothing. For me, it would have been three weeks of stress. 'How am I going to pee in there?'"

Scarlett Johansson

Getty Images
Scarlett Johansson auditioned for the role of Fantine in Les Miserables that ended up going to Anne Hathaway. In an interview with Broadway.com, Johansson confirmed she had been up for the part: "Yes, I did [audition]. I sang my little heart out. I auditioned with laryngitis. I did everything I could to, like, not have laryngitis." She added, "I think looking at the film now, there's no possible way I ever could have topped that performance [by Hathaway]. It was perfect and I think fateful and meant to be."

Will Smith

Getty Images
Will Smith reportedly passed on box office money maker The Matrix to star in the forgettable film Wild Wild West. "I just didn't see it," Smith explained. "I watched Keanu's performance – and very rarely do I say this – but I would have messed it up."

Leonardo DiCaprio

Getty Images
Leonardo DiCaprio was reportedly up for Christian Bale's creepy role in the 2000 film American Psycho.

Jennifer Lawrence and Henry Cavill

Getty Images
The Hunger Games star Jennifer Lawrence auditioned for Bella Swan in Twilight. It was later given to Kristen Stewart. Lawrence told Celebritext, "I think that everything happens for the reason. ... I actually had no idea what they were." Author Stephenie Meyer also said at the beginnings stages of casting Twilight that she wanted Henry Cavill to play the part of Edward Cullen. It was given to Robert Pattinson instead.

Jessica Biel

Getty Images
"That's one that I wanted so badly," Jessica Biel told Elle of The Notebook. "I was in the middle of shooting Texas Chainsaw Massacre, and I auditioned with Ryan Gosling in my trailer--covered in blood. [Director] Nick Cassavetes put me through the wringer in an interesting, excitingly creative way. But there's a million that get away. We're gluttons for punishment. It's just rejection."

Gwyneth Paltrow

Getty Images
Gwyneth Paltrow was up for Kate Winslet's breakout role in James Cameron's 1997 film Titanic.

Jennifer Hudson

Getty Images
Jennifer Hudson was approached for the lead role in Precious. Hudson writes in her book, I Got This: How I Changed My Ways and Lost What Weighed Me Down, "I had done that with Effie [in Dreamgirls]... and as much as I was moved by this film. I wanted to try a role that had nothing whatsoever to do with my weight."

Carey Mulligan

Getty Images
In an interview with UK's Little White Lies, Carey Mulligan revealed she was up for the lead role in The Girl With the Dragon Tattoo. "The first audition I did, I don't think I was sort of in his mind for it. So the first audition I did for the casting director without [David Fincher]. And then the second was with him and the third one was with him. He is very specific. He tells you exactly what he wants you to do ... He was just very, yeah, very specific, very direct, very honest and quiet brief – with me, at least. His reputation of course is that he takes, like, 45 takes so him being brief with me was probably an indication that I wasn't going to get the job. But that's okay."

Busy Philipps

Getty Images
Busy Philipps told Celebuzz, "I auditioned for Bridesmaids. I auditioned for Melissa McCarthy's part – and that's what's weird … The part wasn't defined necessarily as one thing [when I auditioned]. I was doing a very specific take on it, and they really liked it. But I think, ultimately, Miss McCarthy is perfect in that movie."

January Jones

Getty Images
At a roundtable for The Hollywood Reporter, Jones recalled the time she had to pole dance in an audition, "One of the worst moments in my entire life. It was an audition for Coyote Ugly, my second audition ever. I'd done the reading for the acting part and then Jerry Bruckheimer wanted me to come in and dance… on top of the table. Yes. They said, ''You're going to dance to Prince's Kiss. You're going to pole dance, but there is no pole.' And I just turned beet red. It was awful, and he said something like, 'Honey, you did a great reading, but you've got no rhythm.' I called my agent and said, 'I don't want to do this anymore.'"

Denzel Washington

Getty Images
Denzel Washington revealed to GQ magazine that he passed on two major film parts. "Seven and Michael Clayton," Washington confessed. "With Clayton, it was the best material I had read in a long time, but I was nervous about a first-time director, and I was wrong. It happens."

tags:

  • Anne Hathaway
  • Bill Murray
  • Blake Lively
  • Connie Britton
  • Nicole Kidman
  • Renee Zellweger
  • Scarlett Johansson
  • Sofia Vergara

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