Julia Roberts. In a fortunate turn of events for Sandra Bullock (who went on to play both of these roles) Roberts passed on both The Proposal because she refused to accept a pay cut and The Blind Side. For the record, The Proposal went on to make $317 million and Bullock won an Oscar for The Blind Side.

Denzel Washington. He could have had Brad Pitt’s role in Se7en, but decided to work on the detective thriller Devil in a Blue Dress instead, a decision he later admitted was a mistake.

Angelina Jolie. According to Variety, Sandra Bullock’s role in Gravity was originally given to Jolie, but she passed on the role in summer 2010.

Leonardo DiCaprio. Would you pass up $20 million? DiCaprio did when offered the role of serial killer Patrick Bateman in American Psycho, a role that went to Christian Bale. However, his biggest regret is turning down the role of Dirk Diggler in Boogie Nights.

Anne Hathaway. According to Harvey Weinstein, both Anne Hathaway and Mark Wahlberg were set to star in the Oscar picture that went on to cast Jennifer Lawrence and Bradley Cooper. Apparently Hathaway and director David O. Russell had a few issues on set and “didn’t see eye to eye.”

Josh Hartnett. We know Brandon Routh as Superman in Superman Returns, but Josh Hartnett said he was in contention to play both Superman and Batman but didn’t want to “be defined by that role” for the rest of his career.

Al Pacino. He has the right to be selective, but he’s passed on a bunch of big parts including Han Solo in Star Wars, Martin Sheen’s role in Apocalypse Now, a role in The Usual Suspects, and the lead in Pretty Woman.

Michelle Pfeiffer. Pfeiffer passed on two huge roles offered her way by declining the lead roles in both Basic Instinct and Pretty Woman because of the nudity and context. She also passed on the role of Clarice in The Silence of the Lambs due to violence.

Matt Damon. Damon turned down the role of Harvey “Two-Face” Dent in The Dark Knight because of filming conflicts, a role that was filled by Aaron Eckhart. He also turned down the role in Avatar that went to Sam Worthington.

John Travolta. He turned down Tom Hanks’ role in Forrest Gump — a decision he admitted he regrets — and also turned down roles in Splash, Apollo 13, An Officer and a Gentleman, and Chicago.

Jonah Hill. He has said that he was offered any of the leads in The Hangover, but declined because he wanted to do something more serious and not be known as “The Guy from Superbad” his whole career.

Emily Blunt. Scarlett Johansson’s role of Black Widow in Iron Man 2 was offered to Blunt, who reportedly turned down the role because of conflicts regarding the paycheck.

Jack Nicholson. It turns out they made him an offer he could refuse, because he passed on the role of Michael Corleone in The Godfather because he “knew it wasn’t his role to play.” Al Pacino says thank you for that.

Michael Keaton. He turned down the lead in 1993’s Groundhog Day (a role filled by Bill Murray) simply because he “didn’t get it,” and also turned down the lead on ABC’s Lost.

Angela Bassett. Halle Berry went on to win an Oscar for her role as a prostitute in Monster’s Ball, a role Bassett passed on for fear of “fitting a cliché and stereotype about sexuality and black women.”

Christian Bale. Bond, James Bond, was a role he passed up on because he wasn’t interested in “being committed to a franchise that was very British.” Luckily Daniel Craig had no issue.

Mel Gibson. He was initially approached to play the role of Bruce Wayne / Batman in Tim Burton’s 1989 adaptation, but thought it would be a flop and was already committed to Lethal Weapon 2. He also declined the role of Maximus in Gladiator, a role that proved golden for Russell Crowe.

Jim Carrey. It’s hard to imagine him in Johnny Depp’s role as Edward Scissorhands, but Carrey was initially considered for the part before being deemed too inexperienced as a serious actor in 1990.

Harrison Ford. Sam Neill’s role in Jurassic Park was originally offered to Ford by Steven Spielberg during a 30th anniversary screening of Raiders of the Lost Ark in Los Angeles. Ford’s reaction? He quickly changed the conversation.

Bette Midler. It’s hard to imagine anyone other than Whoopi Goldberg playing Deloris Van Cartier / Sister Mary Clarence in Sister Act, but Midler was the first choice of producers. She declined the role because she was concerned what her fans would think about her playing a nun.

Will Smith. Smith chose to go to the Wild Wild West instead of The Matrix in the role of Neo, one that went to Keanu Reeves. While that wasn’t the best decision, he has said that he’s glad Reeves took it because he thinks he would have messed it up.

Nicolas Cage. Although it seems like Cage never turns down a role, he has declined offers to star in The Wrestler, Lord of the Rings, Dumb and Dumber, and to play the Green Goblin in Spider-Man.

Reese Witherspoon. Do you like scary movies? Originally offered Neve Campbell’s role in Scream, Witherspoon turned it down feeling it was “just another B-horror movie.” She also passed on the lead role in The Intern, later filled by Anne Hathaway.

Tom Cruise. After seeing his dance moves in Risky Business, producers of Footloose wanted to cast Cruise as the lead role that eventually went to Kevin Bacon after Cruise declined due to scheduling conflicts with All the Right Moves.

Kevin Costner. Remember Waterworld? Unfortunately, Costner passed on the lead role in The Shawshank Redemption to focus his efforts on that.