Michelle Pfeiffer was offered the role Jodie Foster scored an Oscar for in "Silence of the Lambs," but Pfeiffer turned it down because it was too violent.

 

Julia Roberts was not the first choice to play the prostitute in "Pretty Woman," a role that snagged her an Oscar nomination. Molly Ringwald was, and she turned down the job because of the tone of film — a choice she says she still regrets 

 

Matt Damon was director James Cameron's first choice for the lead role in the awards show favorite "Avatar." Damon turned down the part and Sam Worthington was cast instead, but Damon is still upset about the decision. "When he said, 'Look, I'm offering it to you, but if you say no, the movie doesn't need you,' I remember thinking, 'Oh God, not only do I have to say no because of scheduling, but he's going to make a star out of some guy who's going to start taking jobs from me later.'" Damon also turned down the role that went to Josh Brolin in "Milk." 

 

That "Gladiator" Oscar could have gone to Mel Gibson instead of Russell Crowe.

 

Julia Roberts nixed the leading role in "The Blind Side." Sandra Bullock said yes to it and went on to take home an Oscar.

 

Once again, Michelle Pfeiffer missed out: Susan Sarandon landed her Oscar-nominated "Thelma and Louise" role after Pfieffer dropped out.

 

Kevin Costner said no to a starring role in "The Shawshank Redemption," which then went to Tim Robbins. Instead, Costner starred in "Waterworld" that year, a judgment error he hasn't forgotten.

 

"Django Unchained" was written with Will Smith in mind. However, Smith decided to pass, and the role went to Jamie Foxx instead.

 

Julia Roberts dropped out of "Shakespeare in Love," allowing Gwyneth Paltrow to step in for the Oscar win.

 

Anne Hathaway was originally going to play the role Jennifer Lawrence picked up in "Silver Linings Playbook." Hathaway had to drop out because the filming conflicted with her schedule for "The Dark Knight Rises." Lawrence went on to land a Golden Globe nod.