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12 of the Greatest Movie Roles Almost Played

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The weekend’s big movie, as you well know, was The Hunger Games, while DVD and Blu-ray players have been firing up Fincher’s Girl with the Dragon Tattoo since its release last week. The two films have a lot in common: powerful female protagonists, adaptations of bestsellers, probable franchise kick-offs. As such, they were also each objects of carefully considered casting. It’s become part of the pre-production process, the bandying about of potential name actors for high-profile roles; Fincher reportedly talked to Carey Mulligan, Keira Knightley, Anne Hathaway, Natalie Portman, Kristen Stewart, and Scarlett Johansson before settling on Rooney Mara as Lisbeth Salander, while Hunger Games director Gary Ross’ alternate Katnisses included Hailee Steinfeld, Abigail Breslin, Emma Roberts, Chloe Moretz, and Saoirse Ronan.

Contemplating proxy casting choices is a fun parlor game for movie fans (perhaps second only to considering movies that never came to pass at all). After the jump, we’ll take a look at a dozen iconic movie roles, and the actors who almost, almost filled them.

W.C. Fields in The Wizard of Oz

Perhaps the most famous missed casting opportunity in movie history was the title role in MGM’s classic adaptation of L. Frank Baum’s book, a character screenwriters Florence Ryerson and Edgar Allan Wolf wrote “with a distinctly Fieldsian bravado,” according to James Curtis’ excellent biography of the actor. Fields was warm to the idea (even contributing notes on how he’d play the character), and Paramount — where he was under contract — was amenable to loaning him out. Trouble was, he was also working on a project for Universal, a circus picture he had originated called You Can’t Cheat an Honest Man, and since it was both a starring role and his own screenplay, it was a far more lucrative payday than the supporting role in Oz. Fields hoped to make both films, but both were set to shoot in October of 1938, and neither MGM nor Universal were willing to move the schedule to accommodate him. Thus, Fields chose Honest Man, and the role of the Wizard went to Frank Morgan.

Robert DeNiro in The Godfather

The casting sessions for Francis Ford Coppola’s adaptation of Mario Puzo’s bestseller were legendary — nearly every young actor in Hollywood came in to read, and as Coppola was an early adopter of video technology, the tapes of those auditions have survived to offer glimpses of what might have been. Coppola only had the sessions to humor Paramount — he had already selected the actors that ultimately filled the roles of the Corleone family — but one actor gave him pause: Robert DeNiro, who was utterly electrifying in his audition for the role of “Sonny.” Coppola still went with his original choice, James Caan, and cast DeNiro in the role of Paulie Gatto — which DeNiro then turned down when he was offered a leading role in The Gang That Couldn’t Shoot Straight. But DeNiro’s audition made such an impression on Coppola that he ultimately created the parallel storyline of young Vito in Godfather II specifically for the actor.

Winona Ryder in The Godfather Part III

The third chapter in Coppola’s Godfather series is one of the most maligned sequels in moviedom — not entirely fairly, as it’s not all that bad a film (just no match for its predecessors). Much of why it doesn’t work is, sad to say, because of Sofia Coppola. The younger Coppola was no actress, and it unfortunately shows; it’s a stiff and awkward performance, showing a performer entirely out of her depth next to the likes of Al Pacino, Diane Keaton, and Andy Garcia. But, in all fairness to Sofia, it wasn’t her fault. Julia Roberts had been Coppola’s first choice for the role, according to Peter Biskind’s The Godfather Companion, but she wasn’t available; Laura San Giacomo, Madonna, and Annabella Sciorra were all considered before Coppola cast Winona Ryder. She arrived in Rome for the shoot with production already underway. “I did two movies back to back, Roxy Carmichael and then Mermaids,” she explained later. “I got really sick, physically overexhausted. I went to Italy and realized they’d be working with a wet noodle. It wasn’t even a choice for me. I couldn’t get out of bed, I was so sick.” A doctor examined Ryder and determined that she should be sent home. San Giacomo and Sciorra were reportedly still available to fly in and take over the role, but Coppola decided to cast daughter Sofia, who was visiting, in the role — even though her only previous acting experience had been very small roles in her father’s films. And the rest, unfortunately, is history.

Steve McQueen in Butch Cassidy and the Sundance Kid

William Goldman’s screenplay — originally titled The Sundance Kid and Butch Cassidy — was one of the hottest in Hollywood when 20th Century Fox nabbed it and cast Paul Newman and Steve McQueen in the title roles. It was a can’t-miss combination — Newman and McQueen were two of the most popular actors in the land. And there was the problem: no one wanted to give up top billing. The two groups of attorneys and agents went back and forth to figure out how to handle the sensitive issue, and when no solution could be found, McQueen walked away from the project. Jack Lemmon, Warren Beatty, and Marlon Brando were all considered to replace him before director George Roy Hill decided on Robert Redford. This time, billing wouldn’t be an issue — Redford was a barely known entity at the time (the film was his big break), and even the billing of the characters in the title was switched to put Newman squarely in the spotlight.

Harvey Keitel in Apocalypse Now

McQueen turned down almost as many great roles as he took on. Among them: Ocean’s Eleven, California Split, Dirty Harry, The French Connection, The Driver, Grand Prix, Close Encounters of the Third Kind, First Blood, and The Bodyguard (when it was originally written in the 1970s as a Diana Ross vehicle). And he was Francis Ford Coppola’s first choice to play Captain Willard, leading the Navy patrol boat into the heart of darkness in search of AWOL Col. Kurtz in Apocalypse Now. McQueen turned down the role, telling Coppola he did not want to leave his wife Ali McGraw and their son for the shoot in the Philippines, which was scheduled to last 17 weeks. (Imagine if McQueen knew how long the shoot would actually go.) Coppola had remembered Martin Sheen from the Godfather screen tests, and approached the actor, but he was unavailable. So Coppola went with Harvey Keitel, best known for his work with Martin Scorsese. A week into production, Coppola and his crew looked at their rushes, and Coppola decided he’d picked the wrong Willard. “Harvey Keitel is a fine actor,” Coppola explained to Peter Cowie, author of The Apocalypse Now Book, “and I did not replace him because of his acting talent, which was more than made evident over the years. I never was 100 percent sure that he was right for the role… So I had to make a grown-up decision, and recognize that I’d made a mistake. It’s always hard to fire an actor.” Casting director Fred Roos agreed: “We know that Harvey’s a terrific actor, but he was not comfortable in his skin, or in his uniform, or in his role as Willard. He was a city boy.” Coppola and Roos flew back to the United States, and met with Jack Nicholson, who had a conflict, and with Sheen, who now did not. He took on the role, and the already troubled production started over.

Eric Stoltz in Back to the Future

Replacing actors during production is not a common occurrence, mostly because it’s so wastefully expensive to flush scenes that have already been shot. But it has happened a few times over the years, perhaps most famously in Robert Zemeckis’ time-travel comedy Back to the Future. Michael J. Fox had been their first choice for the role, but he was contractually obligated to his TV series Family Ties — and his role that had been significantly expanded due not only to his popularity, but to co-star Meredith Baxter-Birney’s maternity leave. So Zemeckis went with Eric Stoltz, who had just finished shooting Mask. Five weeks into production, Zemeckis, his co-writer Bob Gale, and producers Frank Marshall, Kathleen Kennedy, and Steven Spielberg realized that, in Gale’s words, “the movie didn’t seem to be working with Eric… We felt he could do some of the things that weren’t natural to him, but it didn’t come across on the screen the way we had imagined it.” By this point, Baxter-Birney had returned to Family Ties, so the show’s producers agreed to let Fox take on the film. “The only things that we salvaged from the Eric Stoltz shoot were some reaction shots, some coverage with Christopher Lloyd,” Gale explained to Laurent Bouzerau in the book The Cutting Room Floor. But everything else was reshot. For years, only a few stills of Stoltz and Lloyd were seen, until a few snippets of the Stoltz footage were included on the Blu-ray release of the Back to the Future trilogy.

Michael Keaton in The Purple Rose of Cairo

Woody Allen is another filmmaker who has occasionally recast during production; his 1987 drama September, for example, was nearly complete when Allen decided to start over, re-writing, re-casting, and re-shooting from scratch. (His original version has never been seen, but the final film was, charitably speaking, not one of his best.) But his most famous switcheroo came in the 1985 Depression-era comedy/drama The Purple Rose of Cairo, in which the dual role of actor Gil Shepard and his archaeologist character Tom Baxter was originally played by Michael Keaton, then one of the hottest comic actors in the country. “I loved him in Night Shift,” Allen explained to Eric Lax in Conversations with Woody Allen. “I thought he was absolutely terrific. I’d love to do something with him, but that wasn’t the piece.” The problem, according to Allen, was that “Michael Keaton was right out of the 1980s, not the 1930s… I’d look at dailies and he was fine, but you get no sense of a 1930s movie star from him; he was just too hip.” Ten days into shooting, Keaton was let go and replaced with Jeff Daniels. Allen’s DVDs never include deleted scenes or behind-the-scenes information, so the Keaton scenes have never been seen, though a few production stills of Keaton and co-star Mia Farrow were seen in last year’s excellent Woody Allen: A Documentary.

Will Smith in The Matrix

Pretty much any filmmaker doing a big-budget picture from 1995 forward has probably contemplated putting the eminently bankable (and likable) Will Smith into the leading role, and the Wachowski brothers were no exception. But Smith turned the movie down to make Wild Wild West (eek). He also had some reservations about the project, as he admitted years later to Empire: “Honestly, I didn’t think they could do it, it was too ambitious. I saw Bound and I loved it. The Matrix is exactly what they pitched, but they were designing those cameras to get those freeze-frames, and I was like, ‘If that doesn’t work, the movie looks ridiculous.’ I didn’t feel comfortable with the level of importance placed on that effect working properly. … That’s probably the only one that I turned down that I shouldn’t have, but when you see somebody do it like Keanu you think, ‘Thank God.’ I don’t think I was mature enough as an actor at that point to get out of the way and just let it be and allow the directors to make the movie. I would have been trying to make jokes. Now I would have loved to take a shot and see what I would have done with it and I know now I could absolutely have been mature enough to get out the way. But back then I don’t think I was.”

Leonardo DiCaprio in Boogie Nights

When Paul Thomas Anderson was trying to find his Dirk Diggler, he settled on two possible choices: Leonardo DiCaprio (then best known for What’s Eating Gilbert Grape) and Mark Wahlberg (then best known for underwear ads and “Good Vibrations”). “I met with Leo,” Anderson says on the Boogie Nights audio commentary, “and he was really wonderful, but ultimately he decided to do Titanic instead. And I don’t think he regrets it, and I don’t regret it… Leo was my first choice then, but Mark is my first choice now.” Years after that recording, DiCaprio disagreed. “My biggest regret is Boogie Nights,” he revealed in 2010. “I’m a huge fan of Paul Thomas Anderson, but the first time I met him for that role I hadn’t really seen much of his previous work. Now I love that movie.”

Warren Beatty in Kill Bill

Warren Beatty’s name had also been thrown around for Boogie Nights; Anderson badly wanted him to play Jack Horner (which Burt Reynolds later got an Oscar nomination for), though there were rumors that Beatty saw himself more as a Dirk Diggler. Both as an actor and filmmaker, Beatty has been notorious for taking his time between projects — and in making decisions about what exactly he’s going to do. This indecisiveness was what Quentin Tarantino found himself up against when he wrote the role of the antagonist in his sprawling (eventually two-part) martial-arts epic Kill Bill for the legendary actor. Coming off the notorious boondoggle Town & Country, Beatty could have used a critical and financial hit to square up his reputation, and Bill was a perfect role for him, but after extensive discussions with Tarantino, he dropped out of the project. “Beatty offered several explanations,” Peter Biskind wrote in his Beatty biography Star. “It originally appealed to him because it was a small part, but Tarantino kept enhancing it until Beatty thought it would take too much of his time. He also couldn’t help noticing the script was long, more than double the standard length, and way longer than could be accommodated by the shooting schedule he had been given. He was afraid it would go over and he’d be blamed for it, the way he was for Town & Country.” According to the late David Carradine, who eventually got the role, it was just a bad fit. “Quentin kept telling Warren about me and how cool I am and, basically, told him to act like me,” Carradine said while promoting the films in 2004. “Finally Warren said, ‘Why don’t you just hire David and leave me the hell alone?'” And, well, he did.

Frank Sinatra in Dirty Harry

Tough San Francisco cop “Dirty” Harry Callahan became the most iconic role of Clint Eastwood’s career, spawning four sequels and several catchphrases, but the character wasn’t originally intended for him. Warner Brothers had cast Frank Sinatra in the role, with Irvin Kershner (who later helmed The Empire Strikes Back) directing, and they were so confident in the production, they placed an ad promoting the film in the November 9, 1970 issue of Boxoffice magazine. Sinatra was one of several stars who had been offered the part; Robert Mitchum, Steve McQueen, and Eastwood had all seen early drafts of the script. “Then they finally ended up with Frank Sinatra,” Eastwood told MTV in 2008. “I was in postproduction [on Play Misty for Me], and they called up and asked, ‘Are you still interested in Dirty Harry?’ I said, ‘What happened to Frank Sinatra?’ And they said, ‘Frank Sinatra’s got some problem with his hand and he can’t hold a gun.’ That sounded like a pretty lame excuse, but it didn’t matter to me. I said, ‘I’ll do it.’ But since they had initially talked to me, there had been all these rewrites. I said, ‘I’m only interested in the original script.'” Eastwood brought along Don Siegel, his favorite director, and they made one of the most successful cop movies of all time.

Kurt Russell, Christopher Walken, and Nick Nolte in Star Wars

George Lucas’ casting sessions for Star Wars are as well-known as Coppola’s Godfather auditions, mostly for the many strange casting choices that nearly came to pass. Cindy Williams was almost cast as Princess Leia; Robby Benson was a favorite for Luke Skywalker. But Lucas seemed to have the toughest time casting Han Solo. He had initially rejected the idea of casting Harrison Ford, who had played a small role in Lucas’ earlier film American Grafitti; Ford had by this time all but given up on making a living as an actor, instead focusing on his carpentry business. Instead, the finalists for Han Solo included Kurt Russell, Sylvester Stallone, Billy Dee Williams, Christopher Walken, and Nick Nolte. Patton Oswalt was good enough to imagine the last one for us:

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