Madonna as Catwoman in Batman Returns (1992)

Madonna nearly had the purrrrr-fect chance to strut her stuff as Catwoman in Batman Returns, but now it’s one of her career regrets.

In October 2021, Madonna told The Tonight Show host Jimmy Fallon that she turned down the role that ultimately went to Michelle Pfeiffer, as well as the leading role in Showgirls (1995).

“I saw them both, and I regret that I turned down Catwoman — that was pretty fierce,” the singer said. “Showgirls? No.”

She also disclosed that she passed on The Matrix (1999). “That’s like one of the best movies ever made,” she said. “A teeny-tiny part of me regrets just that one moment in my life.”

Shia LaBeouf as Oliver in Call Me by Your Name (2017)

Call Me by Your Name almost had a very different couple at its forefront. James Ivory, who wrote the screenplay, revealed in his 2021 memoir that Shia LaBeouf originally auditioned for the role of Oliver, a part that ended up going to Armie Hammer.

“I didn’t know much about [LaBeouf], so I watched some of his films,” Ivory wrote in an excerpt published by GQ. “He’s an extremely good actor. But as an academic writing about the Greek philosopher Heraclitus, he would be a stretch.”

According to Ivory, LaBeouf came to read with Timothée Chalamet and the chemistry was enough to convince Ivory that LaBeouf was right for the role — before he was dropped for bad publicity.

Ivory recalls how the film’s director, Luca Guadagnino, “would not call him, or his agent” and despite Ivory emailing LaBeouf with some reassurances, the director ended up casting Hammer instead.

The rest, as they say, is history.

Demi Moore as Elphaba in Wicked (in the ’90s)

Efforts to bring the Wicked Witch of the West’s origin story to the big screen have been off and on for decades, even predating the 2003 Broadway musical smash. The rights to Gregory Maguire’s 1995 novel Wicked were quickly snatched up for a movie adaptation, with Demi Moore‘s production company optioning.

Moore likely would have played Elphaba, the magically gifted, green-skinned girl who would become known as the Wicked Witch, rather than Galinda. The project ultimately stalled and the success of the stage adaptation overshadowed any attempts to launch a non-musical movie interpretation of Maguire’s story.

Amanda Seyfried as Glinda in Wicked (2024)

As soon as a movie adaptation of the Wicked musical was announced, numerous actresses threw their hats in the ring to play one of the two leads. Amanda Seyfried — whose movie musical credits include the two Mamma Mia films and 2012’s Les Misérables — was among those determined to play Glinda.

“Last summer while I was playing Elizabeth [Holmes on The Dropout], on the weekends I was auditioning in person to play Glinda in the movie version of Wicked,” Seyfried told Backstage, “because I wanted it that much that I was like, ‘You know what? Yeah, I have to play the last scene of The Dropout on Tuesday. I’ll give my Sunday to you.'”

Ariana Grande got the role in the end and earned her first Oscar nomination among many other plaudits for her performance.

Cate Blanchett as Anna in Closer (2004)

Julia Roberts played the role of Anna, one of many philandering characters in 2004’s Closer, but during a 2018 interview for her EW cover story, the actress revealed that she wasn’t the first person director Mike Nichols sought.

“Now it has to be said he thought of Cate Blanchett,” she said. “But then she had a baby — thank you, Cate. Really, my relationship with him changed my life.”

Millie Bobby Brown as X-23 in Logan (2017)

Though Millie Bobby Brown broke out with her fan-favorite role as Eleven on Stranger Things, she revealed in 2017 that she auditioned to play another young girl with superpowers: X-23 from Logan. The part went to newcomer Dafne Keen, though Brown asserts it was her “best audition.”

Gwen Stefani as Jane in Mr. & Mrs. Smith (2005)

We wonder if the world would’ve blown up back in 2005 if Gwen Stefani had landed the role of Jane in Mr. & Mrs. Smith? Would there have been “Team Gwen” T-shirts? Who knows! “[It was] very competitive and I wanted to do it, but I wanted to do music more,” Stefani told Howard Stern back in 2016. We obviously can’t imagine anyone else other than Angelina Jolie in this now-famous role that introduced her to her now ex-husband Brad Pitt, but Stefani could be a close second.

Eddie Redmayne as Kylo Ren in Star Wars: Episode VII — The Force Awakens (2015)

Oscar winner Eddie Redmayne revealed in 2016 that he auditioned to play Han and Leia’s Sith-loving son, Kylo Ren, in Star Wars: Episode VII — The Force Awakens. “I was trying again and again with different versions of my kind of ‘koohh paaaah’ [Darth Vader breathing sound] voice. And after like 10 shots [casting director Nina Gold] was like, ‘You got anything else?’ I was like, ‘No,'” the actor said of his less-than-successful audition.

Emma Watson as Mia in La La Land (2016)

Though Emma Stone swept awards season for playing La La Land‘s Mia, another Emma was originally eyed to portray the leading lady. But Emma Watson‘s commitment to Beauty and the Beast (2017) meant she couldn’t take on the demanding production schedule for La La Land. “This wasn’t a movie I could just kind of parachute into. I knew I had to do the work, and I had to be where I had to be,” Watson said during a SiriusXM Town Hall with EW. “So scheduling-conflict-wise, it just didn’t work out.”

Miles Teller as Sebastian in La La Land (2016)

Another star who was originally tied to La La Land is Miles Teller. When the actor got cut from the movie, he allegedly sent a text to director Damien Chazelle saying, “What the f—, bro?” according to Esquire. But Teller later clarified, saying the situation “played out much differently than people think.” Teller had previously starred in Chazelle’s Best Picture-nominated film Whiplash (2014).

Chris Farley as Shrek in Shrek (2001)

Shrek wouldn’t be Shrek without Mike Myers and his disgruntled Scottish accent. But the famous DreamWorks ogre almost had a very different voice, with Myers’ fellow Saturday Night Live alum Chris Farley originally attached. The Farley version was, according to his brother Kevin, “a little bit more like Chris, like a humble, bumbling innocent guy.”

Farley had recorded 85% of the dialogue before his unexpected death in 1997, and the film’s producers opted to recast the role with Myers. In 2015, early footage of Shrek with Farley’s voice was released, revealing the comedian’s comparatively softer approach to the character.

John Krasinski as Steve Rogers in Captain America: The First Avenger (2011)

Although Chris Evans won hearts as Captain America, Jim Halpert very well could’ve been donning the red, white, and blue — he was even asked to screen test in costume. However, as soon as a certain Australian walked by in Thor’s suit John Krasinski told a Conan audience, “I went, ‘I’m good. This is stupid. That’s okay, I’m not Captain America.'”

Will Smith as Neo in The Matrix (1999)

It’s true, Will Smith was almost “the one.” The former Fresh Prince of Bel-Air was fully making the leap to movie stardom in the mid-’90s with films like Bad Boys (1995) and Independence Day (1996) when the Wachowskis pitched their idea for a highly ambitious sci-fi epic called The Matrix. Skeptical of their vision, Smith passed, choosing instead to make Wild Wild West (1999), a film that would ultimately win multiple Razzie awards.

Still, Smith admitted in 2019 that he may not have been right for The Matrix anyway. “I probably would have messed The Matrix up,” he said, quipping, “I would have ruined it, so I did y’all a favor.”

Tom Hiddleston as Thor in Thor (2011)

Tom Hiddleston has since wowed audiences with his performance as Thor villain Loki, but the Brit originally auditioned for the title role. “They were always looking for Loki as well, and I think — the closer I got, they were like, ‘Actually, you should play the bad guy,'” he told Chelsea Handler back in 2013.

Liam Hemsworth as Thor in Thor (2011)

Who else auditioned for the blond, swole god? Another Hemsworth, of course! Although Liam found fame with The Hunger Games franchise, Chris said that it was his brother’s success in the audition process that motivated him. “I came in kind of with a little, I guess, motivation and maybe frustration that my little brother had gotten further than me,” shared the Thor star with W. “It’s a little family, sibling rivalry sort of kicked up in me.”

Matthew McConaughey as Jack in Titanic (1997)

Matthew McConaughey was almost King of the World, according to the actor in a 2016 Playboy interview. “It was one of those auditions where I left and thought I had it,” shared the Oscar winner. “I really enjoyed it. Kate Winslet really enjoyed it. That was a huge opportunity. But [James] Cameron liked Leonardo DiCaprio better.” To be fair, we’ll never let go of the idea of anyone besides Leo playing Jack.

O.J. Simpson as The Terminator in The Terminator (1984)

In EW’s 2014 oral history of The Terminator, director James Cameron revealed that O.J. Simpson was a name brought up to play the lead role (which famously went to Arnold Schwarzenegger).

“[Orion chief Mike] Medavoy came to me and [producer Gale Anne Hurd] and he said, ‘Are you sitting down? You must sit down. I want O.J. Simpson for the Terminator,'” recalled the director. “Gale and I just looked at each other and thought, ‘You’ve got to be f—ing kidding me? How do we get out of this?'” The idea was never really more than an idea, though, as Cameron was reportedly, and ironically, turned off by Simpson’s “pleasant persona.”

Jennifer Lawrence as Bella Swan in Twilight (2008)

Jennifer Lawrence became a household name thanks to a different blockbuster franchise but the actress originally auditioned to lead the Twilight films. Lawrence later said that she didn’t think she would have been able to handle the Twilight masses. “I remember when the first movie came out, seeing Kristen Stewart on the red carpet and getting papped wherever she went,” explained the actress. “For me, and assuming for her, it was just another audition. Then it turned into this whole other thing.”

Jennifer Lawrence as Olive in Easy A (2010)

Lawrence revealed in November 2017 that she actually auditioned for the lead role in the film that made BFF and fellow Oscar winner Emma Stone’s career: Easy A. During The Hollywood Reporter‘s annual actress roundtable that included Stone, Lawrence said she “wanted [the role] so bad.” Stone lovingly retorted, “You didn’t get it. You didn’t get it because you suck!”

Emily Blunt as Natasha Romanoff in Iron Man 2 (2010)

It’s hard to imagine anyone else other than Scarlett Johansson playing the badass Black Widow in the Marvel Cinematic Universe, but Emily Blunt was actually director Jon Favreau‘s first choice to embody Natasha Romanoff. Blunt was also considered for Peggy Carter, the role that eventually went to Hayley Atwell. The actress bowed out of both parts due to scheduling conflicts.

Johansson has no hard feelings about not being the first pick. “The best call you can receive is after you are rejected for something and then you get it,” she told Parade. “You appreciate it more. I’ve basically made a career out of being second choice.”

It’s worked out pretty well for her.

Robert De Niro as Josh in Big (1988)

Big apparently had a big horror vibe to it originally. Elizabeth Perkins revealed on Watch What Happens Live that Robert De Niro was initially set to headline the beloved 1988 family comedy.

“Robert De Niro was actually cast in the role of Josh in the movie Big. It fell apart because he had a scheduling conflict, and then they went to Tom Hanks,” Perkins said. “It’s like a totally different movie in my brain with Robert De Niro — and dark.”

Jake Gyllenhaal as Hansel in Zoolander (2001)

Owen Wilson was always Ben Stiller‘s first choice for the role of Hansel, a.k.a. Derek Zoolander’s biggest rival on the catwalk. But in an interview with Esquire, Stiller admitted the role almost went to another actor who was “really, really, ridiculously good looking.”

When it looked like Wilson wouldn’t be able to do the film, Stiller had to hold auditions to find his model nemesis. And while he doesn’t remember much about them, one particular actor stood out.

“The only one that I remember clearly was a young Jake Gyllenhaal doing this wide-eyed version of Hansel that was really funny,” said Stiller.

Adrien Brody in The Lord of the Rings trilogy

Adrien Brody could have donned some hobbit feet in Middle-earth if he played his cards right. In an interview with GQ, Brody admitted that he passed on being a part of Peter Jackson‘s fantasy epic because he “didn’t grasp it” and “was looking for something else.”

He didn’t specify if the role he missed out on was specific, only mentioning that it “was some hobbit-like character” — and that his ex-girlfriend chastised him for passing once they went to see the film together.

But there was at least one silver lining to not being a hobbit: He got to act in another Jackson film when he starred in 2005’s King Kong alongside Naomi Watts, Andy Serkis, and Jack Black.

Glenn Howerton as Peter Quill in Guardians of the Galaxy (2014)

If Chris Pratt hadn’t signed on as the role of Star-Lord/Peter Quill in Marvel’s Guardians of the Galaxy, there’s a solid chance director James Gunn would’ve cast another comedic actor: It’s Always Sunny in Philadelphia‘s Glenn Howerton.

“Glenn came along a little bit later,” Gunn told GQ in a 2014 interview. “But there was a good chance that, if I didn’t cast Chris, that I would’ve cast Glenn Howerton in the role.”

Joaquin Phoenix as Stephen Strange in Doctor Strange (2016)

Joaquin Phoenix, who, once upon a time, avoided big-budget popcorn movies, was Marvel’s first choice to play the titular Sorcerer Supreme in Doctor Strange. The actor had been in negotiations for months, but ultimately neither his team nor Marvel could come to a commitment, EW reported in 2014. The role went to Benedict Cumberbatch.

Cut to Phoenix winning a Best Actor Oscar for playing another comic book character, DC Comics’ Joker.

Leonardo DiCaprio in Hocus Pocus (1993)

We all know the legend: When a virgin lights the Black Flame Candle on All Hallow’s Eve during a full moon, the Sanderson Sisters — Winifred, Sarah, and Mary — will rise from their grave and suck the lives out of the children of Salem. According to a different legend, Leonardo DiCaprio could’ve been a part of that story.

In a 2014 interview with Variety, the Oscar winner said Disney offered him “more money than I ever dreamed of” to star in Hocus Pocus. He didn’t specify which role he would’ve played, but it’s hard to imagine him playing anyone besides Max, said virgin who lights said candle.

This was before DiCaprio would appear in 1993’s What’s Eating Gilbert Grape, which would earn him his first Oscar nomination. He had previously acted on Growing Pains and in Critters 3.

Peter O’Toole as Dumbledore in the Harry Potter movies

Late Lawrence of Arabia and Troy star Peter O’Toole nearly replaced his friend Richard Harris as Dumbledore in the Harry Potter movies.

“It was obviously a crushing blow when Richard Harris passed away,” Chris Columbus, who directed the first two Harry Potter films and produced the third, told TheWrap. “I remember an interesting thing because [Azkaban director] Alfonso [Cuarón] and I met with Peter O’Toole about playing Dumbledore, and he was close except Richard was his best friend and he felt it was intrusive from an acting point of view so he decided not to do it.”

The role of Hogwarts’s greatest headmaster ultimately went to Michael Gambon (pictured here).

Jamie Dornan as Clark Kent in Man of Steel (2013)

Jamie Dornan could’ve been a caped hero. He told The New York Times that he lost out on the role of Superman to Henry Cavill. But his dreams of being a superhero aren’t over. Dornan has met with Marvel Studios president Kevin Feige about joining the MCU.

“I’m more ambitious than I’ve ever let on before,” said Dornan, noting that being a father has really pushed him. “It’s like a necessity to deliver and provide, very caveman-esque: I must succeed for these precious little people.”

Kristin Davis as Monica on Friends (1994–2004)

Carrie Bradshaw’s best friend Charlotte could’ve been a different “friend” once upon a time if things had gone differently. Kristin Davis revealed to James Corden that she was one of the many young actresses who auditioned for the role of Monica on the hit NBC series.

“I think I was about one of like 8,000 young ladies who read for Monica,” Davis confirmed. While the role ultimately went to Courteney Cox, Davis also revealed that the two actresses were legitimate friends who attended the same yoga class at the time and that her discovery about Cox getting the role came when Cox asked her to go car shopping because she felt “really good” about a pilot she had just shot.

For what it’s worth, Davis did end up making it to Central Perk, guest starring in season 7 of the series as Erin, a woman Rachel (Jennifer Aniston) and Monica attempt to set up with Joey (Matt LeBlanc).

Andrew Garfield as Prince Caspian in The Chronicles of Narnia: Prince Caspian (2008)

If things played out a little differently, Andrew Garfield could’ve found himself playing royalty. Garfield revealed that he auditioned for the title role of 2008’s The Chronicles of Narnia: Prince Caspian, but lost out to another leading man, Ben Barnes.

“I remember I was so desperate,” Garfield said. “I auditioned for Prince Caspian in The Chronicles of Narnia and I thought, ‘This could be it, this could be it.'”

According to Garfield, he was so broken up about not getting cast at the time that he begged his agent to tell him why he was passed over. “She eventually just broke under my incessant nagging and she was like, ‘It’s because they don’t think you’re handsome enough,'” the actor said, acknowledging that Barnes is indeed talented and handsome and admitting “in retrospect, I’m not unhappy with the decision, and I think he did a beautiful job.”

Yunjin Kim as Izzie Stevens on Grey’s Anatomy (2005–present)

Lost star Yunjin Kim almost traded in sandy beaches and smoke monsters for hospital scrubs on Grey’s Anatomy — but not for the role you might think.

Kim revealed to EW that while Lost was one of her earliest auditions when she was transitioning her acting career from Korea to America, she was actually up for a role on Grey’s first. “I did not audition for Sandra Oh‘s character [Cristina Yang], it was for Izzie,” Kim said. “And I got a callback.”

When Kim auditioned for Lost, she was initially up for the role of Kate, which eventually went to her costar Evangeline Lilly. But co-creator J.J. Abrams loved Kim so much that he decided to write a new role for her: Sun Kwon. “They were like, ‘You’re so good but you’re not right for Kate,'” she said. “I thought, ‘Great, I had a great audition with J.J. Abrams, I’m happy with that,’ and kind of closed the chapter on that. I got a call a couple hours later from my agent, and they were super-excited. They’re like, ‘They’re going to write a role for you.’ I had a phone call with J.J. for about 40 minutes [after that].”

Kim still kept her Grey’s Anatomy callback for the role of Izzie Stevens on the books just in case. “When this whole thing went down with Lost as far as J.J. is going to write me a role and how amazing that was, that day or the next day, I had a callback,” she recalled. “And I was like, ‘I’m going to go and do this callback.’ My agents were like, ‘Why? You got cast on an amazing show. You should pack up and try to find a place in Hawaii.’ I was like, ‘I don’t know, I might like Grey’s Anatomy more.'” She laughed and added, “I didn’t want to put all my eggs in one basket. What if this falls out, you know? I had no guarantee. But anyway, I ended up not going back to the callback.”

Anne Hathaway as Jamie in A Walk to Remember (2002)

Mandy Moore made her leading role debut as Jamie Sullivan in the 2002 romance drama A Walk to Remember, but another Princess Diaries alum also vied for the role. Director Adam Shankman shared in a 2022 interview for the film’s 20th anniversary that Moore’s former costar Anne Hathaway also auditioned for the role as the ostracized teen daughter of a reverend — a fact that he himself forgot.

“I don’t remember this, but Anne Hathaway has told me that she was down to the wire on it,” Shankman said. “And I was like, ‘Really?’ And she was like, ‘Oh, yeah. I was one of the finals.’ I was like, ‘I don’t remember that.’ I don’t really remember anybody in that game because I was pulling for Mandy. But Annie told me that she was there.”

Nicole Kidman as Meg in Panic Room (2002)

Nicole Kidman almost played Kristen Stewart’s mom in the David Fincher drama Panic Room, but an injury sustained during the filming of Moulin Rouge! forced her to drop out only a few weeks in.

Despite only being on set with Stewart for a short time, Kidman recalled in a Variety interview that the two formed a friendship, and that Kidman was quite impressed by Stewart’s talent. Jodie Foster took over Kidman’s role, but the actress has no hard feelings for her replacement, remembering “Jodie came in and was just brilliant.”