Not all actors are remembered for what they have done - some are remembered for what they haven't done.

Mel Gibson turned down the lead role of Maximus in Gladiator, the same role in which Russell Crowe won the Academy Award. Gibson also turned down the part of Robin Hood in Robin Hood: Prince of Thieves; that role went to Kevin Costner. He passed on Wolverine in X-Men that Hugh Jackman plays. Gibson ended up directing the five time Oscar-winning Braveheart in which he won Best Director after Terry Gilliam turned it down.

Harrison Ford landed the role of Richard Kimball in The Fugitive after Alec Baldwin rejected it.

Leonardo DiCaprio was offered the part of Dirk Diggler in Boogie Nights before it was given to Mark Wahlberg.

Mark Wahlberg turned down the role of Linus in Ocean's Eleven that went to Matt Damon.

Tom Cruise signed on to play Donnie Brasco in the film of the same name before bowing out to Johnny Depp. Tom Cruise was to play the lead role in Footloose that went to Kevin Bacon.

John Travolta, Bill Murray and Chevy Chase may have played Forrest Gump had they not passed it on to Tom Hanks.

Tom Hanks turned down the role of Ray Kinsella in Field of Dreams, played by Kevin Costner.

Julia Roberts turned down Sharon Stone's role in Basic Instinct; the role of Mary Corleone in Godfather III; the role of Annie in Sleepless in Seattle; the lead in Shakespeare in Love and the role of Lucy in While You Were Sleeping.

Jodie Foster turned down Basic Instinct before it went to Sharon Stone and got the role as Clarice in The Silence Of The Lambs after Michelle Pfeiffer turned it down.

Julia Roberts' role in Pretty Woman was offered to Daryl Hannah, Michelle Pfeiffer and Meg Ryan. Daryl Hannah turned down the role because she felt it was denigrating to women. She later appeared in Dancing at the Blue Iguana as a stripper.

The Richard Gere role was offered to Christopher Reeves and Al Pacino.

Michelle Pfeiffer and Jodie Foster were originally cast as Thelma and Louise but had to drop out as preproduction dragged on.

Madonna turned down the role that went to Michelle Pfeiffer in The Fabulous Baker Boys.

Melanie Griffith and Cher both turned down the role of Thelma in Thelma and Louise that went to Geena Davis.

Denzel Washington passed on the role of Curtis in Dreamgirls that went to Jaime Foxx; the lead in I Robot that went to Will Smith, and is rumored to have turned down the role of Ray Charles in Ray that won Jaime Foxx the Academy Award.

James Caan turned down and the role of Superman before it went to Christopher Reeves.

Jim Carrey turned down the role of John Nash (played by Russell Crowe) in A Beautiful Mind and the role of Darrin in Bewitched that went to Will Ferrell.

Sylvester Stallone turned down the role of Axel Foley in Beverly Hills Cop that is synonymous with Eddie Murphy; the Bruce Willis role in Die Hard; and Michael Douglas' role in Romancing the Stone.

Jack Nicolson won the role in One Flew Over The Cuckoo's Nest when Marlon Brando, Gene Hackman, and Burt Reynolds all turned it down.

Marie Osmond turned down the lead in Grease that went to Olivia Newton-John.

Shirley Temple had to decline the part of Dorothy when 20th Century Fox wouldn't lend her to MGM. W.C. Fields was to play the wizard.

John Wayne, Frank Sinatra and Paul Newman were to play Dirty Harry and when Paul Newman couldn't do it, he suggested Clint Eastwood.

Robert De Niro turned down the role of Jesus in The Last Temptation Of Christ.

Chris O' Donnell turned down the role in Men in Black that made Will Smith a star.

Stanley Kubrick considered both Robert De Niro and Robin Williams to play the part of Jack in The Shining before settling on Jack Nicholson.

Orson Welles and Ernest Borgnine were considered for the role of Vito Corleone but Francis Ford Coppola insisted on Marlon Brando. Warren Beatty, Robert Redford, Jack Nicholson and Dustin Hoffman all turned down the role of Michael Corleone before it went to Al Pacino.

Al Pacino turned down the role of Jimmy Conway in Goodfellas which went to Robert De Niro; turned down the part of Han Solo in Star Wars; and Captain Willard in Apocalypse Now. The part of Willard was first turned down by Steve McQueen and shooting started with Harvey Keitel in the role before Coppola replaced him two weeks into production with Martin Sheen.

Tom Selleck was cast in the role of Indiana Jones for Raiders of the Lost Ark but pulled out to continue making Magnum P.I.

Leonardo DiCaprio, Will Smith, Nicolas Cage, Val Kilmer, and Ewan McGregor all turned down the part of Neo in The Matrix and it eventually went to Keanu Reeves. Sean Connery, Samuel L. Jackson, and Russell Crowe turned down the role of Morpheus before Laurence Fishburne got the part.

When James Cameron was casting for The Terminator, Arnold Schwarzenegger was originally offered the role of Kyle Reese. Eventually Schwarzenegger was the Terminator and Michael Biehn was Reese.

Christopher Walken, Michael Keaton and Jim Carrey almost got the role of Jack Sparrow in Pirates of the Caribbean before it went to Johnny Depp.

Tobey Maquire, Christian Bale, Ewan McGregor and Jude Law were considered for the role of Will Turner before Orlando Bloom took it.

No one wanted the then-unknown Sylvester Stallone for Rocky - except Stallone who had written the script for himself. Other actors who were considered for the part of Rocky Balboa were Gene Hackman, Robert Redford and Burt Reynolds. The producers offered Stallone $150,000 if he would agree to let Ryan O'Neal play the part in the movie, but Stallone refused.

Roger Moore was Ian Fleming's first choice to play James Bond. Moore almost landed the role ahead of Sean Connery but producers didn't listen to Fleming as they were casting Bond's 1962 debut Dr. No. Moore eventually replaced the Scottish star and portrayed 007 in seven films from 1973 to 1985. Cary Grant and David Niven were also considered.

Sean Connery also turned down the role of Gandalf in the Lord of the Rings trilogy.

Nicolas Cage turned down the role of Randy The Ram in The Wrestler that went to Mickey Rourke.

Leonardo DiCaprio and Edward Norton turned down the lead role in American Psycho that went to Christian Bale.

Bruce Willis was the first choice in Ghost before Patrick Swayze took over.

Robin Williams was one of the first choices for Harvey Milk, the movie that won Sean Penn his second Oscar.

Richard Gere almost played Gordon Gecko in Wall Street before Michael Douglas.

Halle Berry turned down the role of Annie, which was later picked up by Sandra Bullock in Speed.

Kate Winslet and Julia Roberts turned down Gwyneth Paltrow's Oscar-winning role in Shakespeare In Love.

Tim Curry was director Tim Burton's second choice for the role of the Joker (played by Jack Nicholson) in Batman. Kim Basinger replaced Sean Young for the role of Vicki Vale. Marlon Brando was considered for the role of The Penguin in Batman Returns and Mel Gibson had been considered for the role of Batman/Bruce Wayne in the original Tim Burton film.

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