Let’s be realistic—there’s nothing better than envisioning alternate casting universes. You know the ones: when a completely different actor almost landed an iconic role, and Hollywood history could’ve gone in a different direction. These near-castings are the ultimate trivia gold for movie nerds and casual fans alike. What if Neo were Will Smith? Or was it Elle Woods, Christina Applegate? These “what could’ve been” moments are wild—and we’re counting down 15 of the most unexpected and downright crazy ones. Strap in—we’re going backward, because that’s how the suspense should build.
15. Emily Blunt Nearly Played Black Widow
Before Emily Blunt was offered the role before she turned it down due to conflicts with Gulliver’s Travels scheduling. The role of Edward Scissorhands was offered to Tom Cruise. But he declined. It’s difficult to picture anyone else playing the part now—but hey, Mary Poppins as a Marvel killer? That would have been interesting.
14. Tom Cruise as Edward Scissorhands
Yes, really. Before Johnny Depp donned the leather suit, Edward Scissorhands nearly went to Tom Cruise. But Cruise demanded more reasonable explanations—like, how in the world does Edward even live with scissors for hands?—and he allegedly demanded a more cheerful ending. Tim Burton wasn’t buying. Depp landed the role, and Cruise moved on to other megahits.
13. John Travolta Turned Down Forrest Gump
It’s almost unthinkable to imagine Forrest Gump without Tom Hanks, but John Travolta was in the running first. He turned it down to do Pulp Fiction, and while Pulp Fiction remade Travolta’s career, Silver Linings Playbook made Gump a cultural phenomenon. No regrets, then—just another crazy “what if.”
12. Anne Hathaway Was Almost Tiffany in Silver Linings Playbook
Jennifer Lawrence won an Oscar for her performance, but she was a last-minute fill-in. Anne Hathaway was originally cast but dropped out of the project due to creative differences with director David O. Russell. Hathaway still took home her own Oscar for Les Misérables that year, so it all turned out well for both actresses.
11. Gwyneth Paltrow Almost Set Sail on the Titanic
Kate Winslet’s turn as Rose is unforgettable, but she was not the first choice. Gwyneth Paltrow was approached for the role but turned it down in favor of Great Expectations. Winslet had to campaign fiercely to secure the role—despite fears she was typecast for period dramas—and it proved to be a defining moment in her career.
10. Will Smith Rejected Neo in The Matrix
Will Smith was the Wachowskis’ first choice for Neo. However, after hearing the pitch, he declined—half in confusion and half because he didn’t feel like repeating himself after Men in Black. Smith has since confessed that it was a lost opportunity. On the other hand, it opened the door for Keanu Reeves to act out one of the greatest sci-fi roles in history.
9. Al Pacino Was Offered Han Solo
Harrison Ford wasn’t originally supposed to pilot the Millennium Falcon. George Lucas initially tried to get Al Pacino for the role of Han Solo, but Pacino turned it down, stating that the script didn’t add up to him. Ford, who was assisting with read-through lines during auditions, wound up stealing the scene—and the part.
8. Molly Ringwald Might Have Played Pretty Woman
Julia Roberts’ first big break in Pretty Woman came within a hair’s breadth of 1980s teen phenomenon Molly Ringwald. According to reports, she declined the role, telling the producers that the script was “a little icky.” Roberts took it, the movie became a blockbuster, and Ringwald remained true to her instincts.
7. Christina Applegate Nearly Went Blonde and Legal
Christina Applegate was initially considered for Elle Woods in Legally Blonde, but she refused, not wanting to be stereotyped following her stint on Married… with Children. Reese Witherspoon stepped in and made Elle a feminist icon—and the rest is pink-splashed history.
6. Henry Cavill Almost Wore the Tux Before Craig
When casting the new James Bond for Casino Royale, Henry Cavill, then a young man, was a front-runner. But director Martin Campbell believed Cavill was not mature enough for the more serious, edgier remake. Daniel Craig was chosen, and Cavill would end up wearing a very different suit—as Superman.
5. Britney Spears Almost Played Allie in The Notebook
Yes, Britney Spears tried out for The Notebook. She allegedly went as far as the final two on account of her Mickey Mouse Club connection with Ryan Gosling. But it was Rachel McAdams’ tryout that was the clincher. A sliding-doors moment of teen pop and romance film history.
4. Jack Nicholson Was First in Line for Michael Corleone
It’s difficult to imagine The Godfather without Michael Corleone played by Al Pacino, but Jack Nicholson was the first choice of the studio. Nicholson refused, citing that he felt the character should be played by an Italian actor. Pacino, who at the time was a relative newcomer, was given his chance—and made movie history.
3. Michelle Pfeiffer Turned Down The Silence of the Lambs
Before Jodie Foster’s availability as Clarice Starling, Michelle Pfeiffer had been approached for the role. She declined because of the movie’s dark nature. Foster took up the challenge, battled Anthony Hopkins, and went home with an Oscar. Pfeiffer would have lost out, but she has no lack of classic characters.
2. Jim Carrey Was Almost Buddy in Elf
Will Ferrell’s bumbling, syrup-drinking elf wasn’t the first choice. The part was developed with Jim Carrey first in mind, but after a decade of development hell, Carrey left the project. Ferrell added his trademark charm to the role, and Elf has become a Christmas classic.
1. Julia Roberts was the First Choice for Shakespeare in Love
When Gwyneth Paltrow received the Oscar for her performance as Viola, the movie was in the works with Julia Roberts starring. When that production collapsed, Roberts looked elsewhere. Paltrow had said no at first—but when she read the rewritten script, she committed. The movie went on to win Best Picture, and Paltrow won Best Actress.
So, what is all this to learn?
Other times, it’s all timing, chemistry, or luck. These near-castings are a reminder that even the most iconic performances could’ve gone down completely differently—and let’s be honest, half the fun is imagining those alternate realities.