1) Titanic Starring ... Gwyneth Paltrow
Had James Cameron had his way, Gwyneth Paltrow would have boarded the infamous ocean liner in the box office smash Titanic. But the Shakespeare in Love star reportedly told the press the film wasn't her "cup of tea." Fortunately, Kate Winslet--not yet a leading lady--wasn't of the same opinion and pleaded to be cast. The Academy agreed on the fit, nominating Winslet for an Oscar.
2) Knocked Up Starring ... Anne Hathaway
The Devil Wears Prada star was originally cast as Knocked Up's Alison Scott, a successful entertainment reporter whose one night stand with a slacker leads to a surprise pregnancy, before dropping out for creative reasons. Hathaway later told the press: "I turned down another movie because it was going to show a vagina--not mine, but somebody else's. And I didn't believe that it was actually necessary to the story." The raunchy flick proved a smash hit at the box office, and the part made Grey's Anatomy actress Katherine Heigl a big screen star.
3) The Godfather Starring ... Ernest Borgnine
While it's hard to imagine anyone other than Marlon Brando playing the don of the Corleone family, Brando wasn't the original choice. Academy Award winner Ernest Borgnine was an earlier candidate for the now legendary role.
4) Forrest Gump Starring ... John Travolta
Hard to imagine Travolta drawling "Life is like a box of chocolates." And yet Tom Hanks only snagged the role of slow-talking Forrest Gump after the Pulp Fiction star turned it down. It worked out well for Hanks, who went on to win his second Oscar for the part in Robert Zedmeckis' 1994 flick. Travolta has since admitted his decision to pass was a mistake.
5) Pretty Woman Starring ... Molly Ringwald
The Breakfast Club star was originally offered the role as Pretty Woman's prostitute but reportedly turned it down. That proved good news for Julia Roberts, who snagged the famous part instead. The character not only earned Roberts an Oscar nomination but also an A-list career.
6) The Reader Starring ... Nicole Kidman
A-list beauty Nicole Kidman was initially cast as former Nazi prison guard Hanna Schmitz in Stephen Daldry's postwar-Germany drama The Reader. But when she became pregnant, the Australian talent was forced to step down, passing the Academy Award winning role to Kate Winslet.
7) The Graduate Starring ... Robert Redford
Redford was originally considered for the part of Benjamin Braddock, but director Mike Nichols didn't believe the hunky actor could convincingly play an underdog. Apparently Dustin Hoffman could--and did.
8) Brokeback Mountain Starring ... Mark Wahlberg and Joaquin Phoenix
Before Jake Gyllenhaal and Heath Ledger scored the now legendary roles in the acclaimed "gay cowboy" flick, Mark Wahlberg tells the press he and actor Joaquin Phoenix were considered for the roles. They reportedly passed because they were "a little creeped out" by the sex scenes. In the end, the critically acclaimed film scored Heath Ledger an Oscar nod and generated $80 million at the box office.
9) Casablanca Starring ... George Raft
Raft had been the studio's first choice for the role of Casablanca's Rick Blaine. But when the popular leading man wasn't available for the film, the then-minor player Humphrey Bogart was reluctantly offered the iconic role. Now fans can't imagine anyone else uttering the famous words: "Here's lookin' at you, kid."
