Jamie Foxx & Christoph Waltz in "Django Unchained"
"Django Unchained"
Though it was written for Will Smith, who ultimately couldn't commit, Quentin Tarantino considered Idris Elba, Chris Tucker, Terrence Howard, Michael K. Williams and Tyrese to play the title role in his Western before giving it to Jamie Foxx. Meanwhile, more than any other film this year, actors were actually cast in the film, only to end up falling out or having their roles cut from the script altogether. The most high profile was for sidekick villain Ace Woody; Kevin Costner was originally cast, dropped out, and was replaced by Kurt Russell, who walked off the set after falling out with Tarantino. The role ended up being amalgamated into Walton Goggins' part. Also announced for the film but nowhere to be found in the finished product: Joseph Gordon-Levitt, Sacha Baron Cohen, Gerard McRaney, Anthony LaPaglia, RZA and Rex Linn.

"Moon" director Duncan Jones was offered the script but had his own ideas for what a Judge Dredd movie would be and reluctantly passed.

"The Expendables 2"
Sylvester Stallone's old folks home for action stars nearly took in John Travolta, Donnie Yen, Nicolas Cage, Christian Slater, Christopher Lambert and Antonio Banderas -- but don't rule them out of future installments. Taylor Lautner was also rumored for the "young" part taken by Liam Hemsworth.

Kelly Reilly's role of the junkie love interest was a hotly sought-after one. Olivia Wilde and "Hell On Wheels" star Dominique McElligott were in the running for the part too.

The Grey Liam Neeson
"The Grey"
The lead role in this man vs. wolf survival movie was originally intended for Bradley Cooper. But his schedule intervened, and his "A-Team" co-star Liam Neeson stepped in instead.

Dennis Quaid was originally announced to play Gina Carano's father in Steven Soderbergh's actioner, but Bill Paxton replaced him when Quaid's schedule got too hectic.

When first mounted in 2007, this Anthony Hopkins-starring biopic was going to be directed by Ryan Murphy, the man behind "Glee" and "American Horror Story." So as it turns out, yes, "Hitchcock" could have been worse.

"The Hunger Games"
The lead part of Katniss Everdeen was one of the more sought-after ones in recent memory -- Hailee Steinfeld, Abigail Breslin, Emma Roberts, Saoirse Ronan, Chloe Moretz, Jodelle Ferland, Lyndsy Fonseca, Emily Browning, Shailene Woodley and Kaya Scodelario all chased it before Jennifer Lawrence won out. For the male parts, Hunter Parrish, Lucas Till, Evan Peters, David Henri, Drew Roy, Robbie Amell and Alexander Ludwig (who got a bad guy role as a compensation) were in contention, while John C. Reilly was in early talks to play the part that Woody Harrelson ended up with.

"The Hobbit: An Unexpected Journey"
The only main cast member that dropped out from the Guillermo del Toro iteration of the project was Ron Perlman, who was seemingly likely to play dragon Smaug (though we know that del Toro looked at other possibilities for Bilbo at the time, including "The Hour" actor Joshua McGuire). But there were a few other actors mentioned along the way who never ended up involved. Brian Cox and Jack Thompson were both in the running to play dwarves, it seems, while British actor Rob Kazinsky actually started to film a role, before being forced to drop out for undisclosed reasons (he landed on his feet; he's in del Toro's "Pacific Rim.") Meanwhile, when the project first started casting up, Michael Fassbender and David Tennant were both seemingly courted for parts, while there was a long-running saga involving Saoirse Ronan, but it seems that she didn't end up in the film.

Killing Them Softly Scoot McNairy
"Killing Them Softly"
Interestingly, Casey Affleck was actually the one who spilled the beans on the Andrew Dominik project, saying he was set to reunite with the director, presumably in the part that Scoot McNairy ended up taking. Somehow, it didn't end up happening. He may have been replaced by Sam Rockwell, but again, the actor fell out, opening the way to the relative newcomer. Meanwhile, Javier Bardem, Mark Ruffalo, Josh Brolin and Zoe Saldana were all rumored for parts at some stage, while Bella Heathcote and Garret Dillahunt actually shot small roles, but were cut out.

About a year before it actually got going, John Hillcoat's "Lawless" was gearing up under a different title, "The Wettest County," and, aside from Shia LaBeouf, a different cast. Ryan Gosling, Michael Shannon, Scarlett Johansson and Paul Dano were all initially involved, with Amy Adams coming in a little later, and then dropping out due to pregnancy. The money fell apart, and Hillcoat set the film up again with Megan Ellison, with Tom Hardy, Jason Clarke, Mia Wasikowska, Dane DeHaan and Jessica Chastain stepping in.

"Les Miserables"
When word of Tom Hooper's "Les Misérables" initially emerged, there was some talk of the show's stage star Alfie Boe being pushed by producer Cameron Mackintosh for the lead, while Colin Firth, Laura Linney, Timothy Spall and Marion Cotillard were also said to be among those that the director had his eye on for various roles. One of the more solid potentials was Paul Bettany, who infamously turned down "The King's Speech," but auditioned to play Inspector Javert before being beaten out by his "A Beautiful Mind" co-star Russell Crowe. Meanwhile, the shortlist to play Eponine reportedly included Lea Michele, Evan Rachel Wood, Scarlett Johansson and Taylor Swift, the latter of whom went right down to the wire before newcomer Samantha Barks got the part.

"Life of Pi"
On his latest film, Ang Lee brought in one of his more regular collaborators, Tobey Maguire, to play The Author in the framing device. But after viewing a cut, he decided the presence of the "Spider-Man" actor was too distracting, and reshot the scenes with the lesser-known Rafe Spall.

Hardly a secret this one, but Liam Neeson was attached to Steven Spielberg's biopic for years, but in 2010, revealed he was now too old for the part (Lincoln died at 56). Enter Daniel Day-Lewis.