Reese Witherspoon and Kerry Washington both auditioned for Clueless and didn't get cast.
John Krasinski was actually in the running to play Captain America but lost the role to Chris Evans.
Britney Spears was one of the actors in the running for the role of Allie in The Notebook — she even did a screen test with Ryan Gosling.
Jessica Simpson also turned down the role of Allie in The Notebook because she didn't want to do a sex scene with Gosling.
Mindy Kaling was considered for Maya Rudolph's character, Lillian, in Bridesmaids.
Before she was mega-famous, Jennifer Lawrence auditioned to play Bella Swan in Twilight.
Henry Cavill was actually Twilight author Stephenie Meyer's first choice to play Edward Cullen.
Nicolas Cage was supposed to play Bender in The Breakfast Club, but Nic didn't have the same "innate coolness" that Judd Nelson had.
Jennifer Hudson revealed that she was offered the lead role in Precious, but she turned it down.
Back in the early '90s, Scarlett Johansson auditioned for the role of Judy Shepherd in Jumanji, but the role ended up going to Kirsten Dunst.
Christina Applegate actually turned down the role of Elle Woods because she was afraid of being typecast.
Matthew McConaughey auditioned for Jack in Titanic and was convinced he'd get the role, but it went to Leonardo DiCaprio instead.
Tiffany Haddish turned down the chance to be in Get Out because she refuses to act in horror movies.
Emma Watson was supposed to be in La La Land, but she had to drop out because of scheduling conflicts with Beauty and the Beast.
And Emma Stone was supposed to be Meg in Little Women but backed out of the movie because of scheduling conflicts with The Favourite.
Liam Hemsworth was one of the final five actors in the running for Thor, but the role eventually went to his his brother Chris instead.
Will Smith was offered the role of Neo in The Matrix, but he turned it down so he could star in Wild Wild West.
Anne Hathaway was originally cast in Silver Linings Playbook but left the movie because of creative differences — Jennifer Lawrence eventually replaced her.
John Boyega was in the running to play Eggsy in Kingsman: The Secret Service. The director said it was a "tough call" choosing between him and Taron Egerton, who ultimately got the part.
Renée Zellweger was in talks to play Jenna in 13 Going on 30, but the role ended up going to Jennifer Garner.
Julia Roberts was originally offered Meg Ryan's role in Sleepless in Seattle, but she turned it down.
Finally, Ryan Gosling was originally offered the role of the Joker but passed because he didn't want to sign on for multiple movies. Jared Leto played the part instead.