Claire Danes: Rose DeWitt Bukater,Titanic

In 2020, onDax Shepard'sArmchair Expert podcast,Claire Danes revealed that she was meant to be acting alongside DiCaprio (again) in Titanic.

She told Shepard that there was "strong interest" in her for the role of Rose.

"I'd just made this romantic epic with Leo in Mexico City [Romeo + Juliet], which is where they were going to shoot Titanic, andI just didn't have it in me," Danes said.

The pair had the same manager at the time, and though DiCaprio decided to go for the role, Danes didn't 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 of The 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."

The Emmy-winning actress added, "I think I may have sensed I was courting that, and I just couldn't do it. I didn't want it."

However, Danes has "zero regret" about turning it down, telling Shepard, "I was just really clear about it. I wasn't conflicted. I wasn't."

Gwyneth Paltrow: Rose DeWitt Bukater,Titanic

Titanic made Winslet a superstar, but Paltrow came close to being cast as Rose, the posh passenger who fell for DiCaprio's rakish Jackaboard the doomed voyage.

"I know that the story is that I turned it down," Paltrow toldHoward Stern in 2015,perRedbook. "I think I was really in contention for it — I was one of the last two."

Regardless, Paltrow isn't bitter, adding, "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?"

Matthew McConaughey: Jack Dawson,Titanic

McConaughey previously revealed that he "had a good audition" for the role of Titanic's Jack, and it seems like he's never let go of the missed opportunity.

"I wanted that. I auditioned with Kate Winslet," the Oscar winner said onThe Hollywood Reporter'sAwards Chatter podcast in 2018. "Walked away from there pretty confident that I had it. I didn't get it. I never got offered that."

DiCaprio got the role instead, an opportunity McConaughey said he hoped he didn't miss out on due to his agent never getting back to him.

"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 added.

Reba McEntire: Molly Brown,Titanic

Reba McEntire was set to be the "Unsinkable" Molly Brown inJames Cameron's 1997 blockbuster, but ultimately had to turn down the role because of scheduling conflicts.

"We were on tour, and I had a lot of people on the payroll, and we had these three months already scheduled 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," the country crooner revealed during a 2019 episode of Watch What Happens Live with Andy Cohen.

The role then went to Oscar-winnerKathy Bates, and the movie became a box office hit, earning over $2 billion and winning 11 Oscars.

Asked by Cohen if the movie's success killed her a little bit, McEntire said, "Well, sure, absolutely," before adding, "but you got to take care of your people."

Madonna: Catwoman, Batman Returns

During a 2018 appearance onThe Tonight Show Starring Jimmy Fallon,Madonna was asked by Fallon if it was true that she had turned down the role ofCatwoman and a part in the 1995 filmShowgirls. The Bravo host also asked Madonna if she had seen those movies.

"I saw them both, andI regret that I turned down Catwoman, that was pretty fierce," the Grammy winner said. "Showgirls? No."

Instead,Michelle Pfeiffer played Catwoman in 1992'sBatman Returns, a role she's still fondly remembered for.

Another big screen regret? Turning down a role inThe Matrix.

"Can you believe that?" Madonna told Fallon. "That's like one of the best movies ever made. A teeny-tiny part of me regrets just that one moment in my life."

Emilia Clarke: Anastasia Steele,Fifty Shades of Grey

After filming several scenes involving on-screen nudity early on while playing Daenerys Targaryen on Game of Thrones,Emilia Clarke got "sick and tired" of being constantly asked about it, which prompted her to turn down the lead role in 2015's Fifty Shades of Grey.

During The Hollywood Reporter's Drama Actress roundtable in 2019, the actress revealed she was offered the role of Anastasia Steele in the erotic thriller adaptation, butdeclined it due to the excessive nude scenes. (Dakota Johnson landed the role instead.)

"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.

She continued, "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 tits, for God's sake."

"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," Clarke said.

Ultimately, after wrapping up 10 years of filming Game of Thrones, Clarke was glad to have avoided something that would have a sequel, saying, "I'd like to not do one of those for a minute."

Chris Hemsworth: Duke,G.I. Joe: Rise of Cobra

Before he hit his big break as Thor in theMarvel Cinematic Universe, Aussie actorChris Hemsworth had dropped out of high school and was struggling to get on-screen work to support his family.

"A big reason I started acting was because I loved film and TV, but it was like we had no money," Hemsworthtold Variety in 2019, adding that he hoped acting would be a way to help his parents financially.

He continued, "I wanted to pay off their house, initially. That was my sort of thing ... I almost put too much pressure on myself."

The added stress of supporting his household led to him missing out on roles.

"I got very close to G.I. Joe," Hemsworth said of not landing the part in the 2009 action flick starring Channing Tatum. "At the time, I was upset. I was running out of money."

However, Hemsworth realized it was all for the best, as it led to him getting the most lucrative role of his career: "If I played either of those characters, I wouldn't have been able to play Thor."

Justin Timberlake: Elton John,Rocketman

Elton John (and the rest of the world) seemed to be thrilled withTaron Egerton's portrayal of the Rocketman himself in the 2019 movie of the same name. However, the legendary musicianinitially had a few other actors in mind, including a former *NSYNC member.

"Justin Timberlake andTom Hardy were both in the frame before Taron came along," John revealed.

The "Selfish" singer first caught the attention of Sir Elton's husband and Rocketman producerDavid Furnish after he saw Timberlake's portrayal of John in the music video for the 2001 track "This Train Don't Stop There Anymore."

"We never formally approached Justin because we weren't ever at a stage where it was the right time to approach him," FurnishtoldThe Hollywood Reporter in 2019.

Furnish added, "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."

Joe Alwyn: Sam,Love Actually

Joe Alwyn almost landed the role of Sam — the lovesick and adorable son of Daniel (Liam Neeson) — in the perennial 2003 holiday film Love Actually.

Alwyn said during an appearance onLive with Kelly and Mark (thenLive with Kelly and Ryan) in 2018 that he enjoyed the "time off school to go to this audition," adding that he went 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," theKinds of Kindness star andex-boyfriend ofTaylor Swift said.

The role in the classic film eventually went to Maze Runner actorThomas Brodie-Sangster.

Alden Ehrenreich: Dan Humphrey,Gossip Girl

The world first fell in love with Penn Badgley when Gossip Girl began airing in 2007, but he wasn't the only actor up for the role of Dan Humphrey.

Casting director David Rapaport shared that Alden Ehrenreich — who later starred as a young Han Solo in 2018's Solo: A Star Wars Story — was initially his top choice.

"Before Penn was involved, I desperately wanted Alden Ehrenreich to play Dan," RapaporttoldEntertainment Weekly in 2019.

However, the actor ultimately lost the part because producers decided he was too short compared to costar Blake Lively.

Rumer Willis: Serena van der Woodsen,Gossip Girl

As far as the leading lady ofGossip Girl, Rapaport,told BuzzFeed in 2015 that The CW was gunning forRumer Willis to play the star role of Serena van der Woodsen, the Manhattan it-girl for whom drama follows wherever she goes. Lively ended up nailing the role — and, to be quite honest, we can't envision 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."

Dougray Scott: Logan/Wolverine, X-Men

ThoughHugh Jackman is now synonymous with Wolverine, Scottish actor Dougray Scott was first cast in the role.

Fresh off of playing Prince Henry in 1998'sEver After, Scott's star power was on the rise, so much so that he was cast as the villain oppositeTom Cruise inMission: Impossible II and Logan/Wolverine inX-Men. However,Variety reported in 1999 that when theMission: Impossible II shoot's schedule lengthened and Scott sustained a shoulder injury, FOX (the studio behindX-Men) started looking to recast its main role.

X-Men was released in July 2000 with Jackman (a relative unknown at the time) as Logan — a role he's played for over two decades in 10 different films.

Kate Winslet: Viola de Lessups,Shakespeare in Love

Paltrow may have lost out on playing Rose in Titanic to Winslet, but she took the role of Viola de Lesseps from her when the Brit turned down 1998's Shakespeare in Love.

"She read the script and got it completely," director John MaddentoldVariety in 2019 of Winslet. "I had a lunch with her, where she was ecstatic about it. And then a week later, she called up and said, 'I don't think I can.' "

Paltrow ultimatelywon a Best Actress Oscar for her performance, though she hadinitially turned down the role, too.

Julia Roberts: Viola de Lessups,Shakespeare in Love

In the same 2019Variety report, Paltrow revealedPretty Woman star Roberts first agreed to make Shakespeare in Love.

"The movie had many iterations," Paltrow said. "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."

Christina Applegate: Elle Woods,Legally Blonde

Christina Applegatetold Entertainment Tonight in 2015 that the script for the 2001 hit about sorority sister-turned-lawyer Elle Woods initially came her way. However, she was leery about taking on another "dumb blonde" role since her 11-season TV series, Married … with Children, had just wrapped.

"I got scared of kind of repeating myself," she said. "What a stupid move that was, right?"

Still, the actress is happy with the way things turned out, having passed onLegally Blonde.

"Reese [Witherspoon] deserved that. She did a much better job than I ever could, and so that's her life. That's her path," Applegate said.

Jack Nicholson: Michael Corleone,The Godfather

There are few films more iconic than 1972's The Godfather, in part because ofAl Pacino's turn as eventual mob boss Michael Corleone. However,Jack Nicholson turned down the role because he didn't feel he was the right fit for it.

"Back then, I believed that Indians should play Indians and Italians should play Italians," the Oscar-winning actortoldMovieline in 2004. "There were a lot of actors who could have played Michael, myself included, but Al Pacino was Michael Corleone. I can't think of a better compliment to pay him."

Nicholson was nominated for the Best Actor Oscar for playing J.J. "Jake" Gittes inChinatown in 1975, competing against Pacino as Michael Corleone inThe Godfather Part II. Both men lost to Art Carney that year.

John Travolta: Forrest Gump,Forrest Gump

"Life is like a box of chocolates; you never know what you're gonna get."

It wasTom Hanks rather thanJohn Travolta who ultimately learned this lesson in the titular role of the 1994 hitForrest Gump.

Per The List, in a 2007 interview with MTV, Travolta made peace with his decision to play Vincent Vega inPulp Fiction rather than Forrest Gump.

"If I didn't do something Tom Hanks did, then I did something else that was equally interesting or fun," Travolta told MTV.

Can't argue with that.

Both Travolta and Hanks were nominated for Best Actor Oscars for their performances inPulp Fiction andForrest Gump, respectively. Ultimately, Hankstook home the gold statuette.

Lindsay Lohan: Jade,The Hangover

At one point in her career,Lindsay Lohan may have had a reputation for being difficult to work with (there was aNew York Timesarticle on the subject in 2013), but it wasn't her behavior that kept her from landing 2009's The Hangover.

"Honestly, it felt like she ended up being too young for what we were talking about," said director Todd Phillips inThe Hollywood Reporter's 2013 piece "Uncensored Oral History ofThe Hangover."

He had met with then-20-year-old Lohan for the role that eventually went toHeather Graham.

"People love to attack her for everything, like, 'Ha, she didn't see how great The Hangover was going to be. She turned it down.' She didn't turn it down. She loved the script, actually. It really was an age thing."

Johnny Depp: Ferris Bueller,Ferris Bueller's Day Off

Decades after the film's 1986 debut,Matthew Broderick is still synonymous with the role of pro hooky player Ferris Bueller. However, believe it or not, it could have beenJohnny Depp twisting and shouting through the streets of Chicago.

The future Pirates of the Caribbean star wasJohn Hughes' first choice for the titular role inFerris Bueller's Day Off, but he had to turn it down due to scheduling conflicts.Per Complex, Depp later conceded during an Inside the Actors Studio interview that Broderick did a "great job" in the film.

Al Pacino: Han Solo,Star Wars

Luke Skywalker, Darth Vader, R2D2 … Pacino? It almost happened!

The legendaryGodfather Part II 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," he said in 2013,perThe Telegraph. "But I didn't understand the script."

Though the role eventually went to Ford, Nicholson,Chevy Chase andBill Murray were also considered.

Anne Hathaway: Tiffany Maxwell,Silver Linings Playbook

Jennifer Lawrence won critical acclaim (and a Best Actress Oscar) for 2012's Silver Linings Playbook. However, Anne Hathaway was actually executive producerHarvey Weinstein's first choice to play the role of Tiffany, as he told Stern in a 2014 interview,per HuffPost.

Though Hathaway turned down the part due to "creative differences" with directorDavid O. Russell, she also went on to win an Oscar in 2013 for Best Supporting Actress for Les Misérables.

Molly Ringwald: Vivian Ward,Pretty Woman

Famous throughout the '80s for coming-of-age, high school movies,Molly Ringwald had the opportunity to break out of her mold when she was handed the script for $3,000 — or whatwould later be known as Pretty Woman.

"I think I saw an early draft, and it was called $3,000.I don't specifically remember turning it down," Ringwald said duringa Reddit AMA in 2012. "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."

Miles Teller: Sebastian Wilder,La La Land

Miles Teller has been open about missing out on the movie-musical role made famous by Gosling. Hetold Esquire in 2015 that he almost gave up the 2016 film War Dogs with Jonah Hill due to scheduling conflicts with La La Land when he unexpectedly found out the film was moving forward without him.

"I got a call from my agent, saying, 'Hey, I just got a call from Lionsgate.Damien [Chazelle] told them that he no longer thinks you're creatively right for the project.He's moving on without you,' " the actor recalled toEsquire.

Despite the change of plans, Teller remained optimistic, as hetold Vanity Fair in 2016, "I'm a pretty strong believer that everything happens for a reason. I'm happy Damien made the film he wanted to make … I don't get jealous of good reviews."

Emma Watson: Mia Dolan,La La Land

"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 whereEmma Watson and Miles Teller were doing it," La La Land director Chazelletold Uproxx in 2016.

In aninterview with SiriusXM'sTown Hall in 2017, Watson explained, "It's one of these frustrating things where names get attached to projects very early on as a way to kind of build anticipation or excitement for something that's coming before anything is really actually agreed or set in stone."

While the part of Mia ultimately went toEmma Stone, Watsonplayed Belle, the leading role in Disney's live-action film adaptation of 2017'sBeauty and the Beast, which she had been committed to when her name was being floated around forLa La Land.

In that sameTown Hall interview, Watson had nothing but nice things to say about the musical she wasn't in.

"I thought [La La Land] was wonderful. It's lovely."

Leonardo DiCaprio and Brad Pitt: Jack Twist and Ennis Del Mar,Brokeback Mountain

WhileHeath Ledger andJake Gyllenhaal scored Academy Award nominations for their performances as forbidden lovers inAng Lee's critically acclaimed Brokeback Mountain, the 2005 neo-Western romantic drama could have turned out entirely differently in the hands of Oscar-nominated director Gus Van Sant.

Vant Sant — best known for 1991's My Own Private Idaho and 1997'sGood Will Hunting— told Indiewire in 2018 that 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 said. "Nobody wanted to do it."

Henry Cavill: Edward Cullen,Twilight

Henry Cavill was reportedly the favorite to play the eternally teenage vampire — at least of authorStephenie 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," theJustice League star said onThe Graham Norton Show in 2018. "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."

The aforementioned actor wasRobert Pattinson, who was Cullen in fiveTwilight Saga movies from 2008 to 2012.

In a 2022 appearance on Horowitz'sHappy Sad Confused podcast, Cavill was asked how he felt about Pattinson getting the part, hinting at the potential for jealousy. He revealed there was none.

"No, not at all, becauseI didn't know about the movie," Cavilltold Horowitz about missing out on the role. "I didn't know about them wanting to cast me."

"The internet wasn't quite as, wasn't quite the tool that it is now," Cavill added. "So, yeah, I only found out afterwards, and I was like, 'Oh, okay, that would have been cool.' "

Tiffani Thiessen: Rachel Green,Friends

Tiffani Thiessen revealed she auditioned for the part of Rachel Green onFriends during an appearance on Nikki Glaser's SiriusXM show in 2018.

So what kept her from joining the show?

"I was just a little too young," she explained. "I was a little too young to the pairing of the rest of them."

The Saved by the Bell alum was just 20 years old when Friends first premiered in 1994, whileJennifer Aniston was 25 and still the youngest member of the cast.

Still, the actress has no hard feelings about missing out on the role, calling Aniston's performance "very, very funny."

Connie Britton: Olivia Pope,Scandal

When selecting the role of D.C. crisis manager Olivia Pope, casting director Linda Lowy revealed network executives originally envisioned Scandal's leading lady as a white woman, even though show creatorShonda Rhimes had written the character to be played by a Black actress.

"The network was reading us their top choices, and it wasConnie [Britton] andall white women," said Lowy during a 2017oral history ofScandal forThe Hollywood Reporter. "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 top-line a drama in 37 years.

Matt LeBlanc: Phil Dunphy,Modern Family

BeforeTy Burrell landed the part of the Dunphy family patriarch on Modern Family, showrunners had another funny man in mind:Matt 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," the Friends startold USA Today in 2017. "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."

Charlize Theron: Roxie Hart,Chicago

"I've definitely wanted stuff that I didn't get. For a while, I was attached to Chicago. 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,"Charlize Therontold Stern on his SiriusXM radio show in 2017, of losing out on thelead role of Roxie Hart in the 2002 musical.

Theron continued, "I got kicked off it. The director kicked me off it. I was really bummed about it. I think because I had it, I was like, 'Oh, I'm going to make this movie,' and then I was kicked off it."

"There was another director attached, and he brought me on. And then that director got fired, and this new director got brought on, and he didn't want to make the movie with me," the Oscar-winning actress said. "I was going to play theRenée Zellweger role — which by the way, she did an amazing job. So, yeah, I'm fully envious of what she did.

Theron added, "I've seen that movie a lot. I really like the movie, I think everybody's great in that film. I fantasize to be in that movie. I think it just would have been different."

Hugh Jackman: James Bond,Casino Royale

In 2017, Jackman opened up about getting the opportunity to play 007 following the success ofX-Men — a role he eventually turned down after being told he didn't get a say in how the story of James Bond went.

"I was about to do X-Men 2 and a call came from my agentasking if I'd be interested in Bond," the Australian actortoldVariety, of the franchise's producers looking forPierce Brosnan's replacement. "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."

Debra Winger: Dottie Hinson, A League of Their Own

Not only hadDebra Winger been cast in 1992'sA League of Their Own, but she had three months of serious training with the Chicago Cubs under her belt before backing out of what would become a beloved and iconic baseball movie. Her reason? Madonna.

When the Material Girl was cast as one of the ballplayers, Winger left, claiming the projecthad become "an Elvis film" and not what she signed up for.

She still got paid, though,tellingThe Telegraph in 2021, "The studio agreed with me because it was the only time I ever collected a pay-or-play on my contract. In other words, I collected my pay even though I did not play, and that's very hard to get in a court."

Geena Davis ended up playing the role Winger was supposed to,Rockford Peach catcher Dottie Hinson. Winger said Davis "did okay" and that most of the rest of the cast were not convincing ballplayers due to too-short training.

Selma Blair: Joey Potter,Dawson's Creek

Katie Holmes became a household name as Joey Potter, the moody tomboy everyone rooted for, on Dawson's Creek. However, another actress almost scored the part, according to series creator Kevin Williamson.

"I really lovedSelma [Blair] until, of course, I got the infamous videotape from the basement of the Holmes family in Toledo, Ohio," WilliamsontoldEntertainment Weekly in 2018, referencing Holmes' last-minute audition tape filmed in her parents' house. "And when that video showed up,it changed my whole life."

Blair held no grudges, though, even posting a throwback picture of herselfon Instagram that same month alongside Holmes and herbest friend and formerCruel Intentions costarSarah Michelle Gellar (who got Buffy over Blair, too).

Part of Blair's caption read: "I have always admired these ladies. Even if I didn’t get the part of #joeypotter. That role was all @katieholmes212 and I loved watching her from the start."

Oliver Hudson: Jack Pearson,This Is Us

While we can't imagine anyone butMilo Ventimiglia playing the role of the beloved patriarch onThis Is Us,Kate Hudson's brother,Oliver Hudson, was in the running. However, he 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 withMandy Moore," Oliver said during an interview onThe Ladygang podcast in 2018. "But this will tell you how much I love to fish."

Oliver continued, "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.' "

"And I said, 'Oh. I'm supposed to go on a fishing trip,' and he's like, 'Ok, yeah…so? I mean, this is a big thing,' the actor added. "And I said, 'You know what? I'm going to do my fishing trip, so …' "

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