George Clooney, known for his work in Ocean’s Eleven, reflected on his disappointment at not being cast in the Brad Pitt Thelma Louise role, a film released in 1991. During an interview with the Sunday Times published on November 29, Clooney spoke candidly about losing the part to his friend and fellow actor Brad Pitt, highlighting how that decision became a pivotal moment in both their careers.
Clooney recalled getting very close to landing the part, only to see Pitt chosen instead. His candid reaction captured the intensity of that experience:
I got to the final test for a role in Thelma & Louise. And, motherf–ker, Brad got it,
— George Clooney, Actor. He admitted his frustration lingered for years, saying,
I didn’t watch Thelma & Louise for years, because I was annoyed. The part launched his career in film. He was doing sitcoms and crap before, so when it was the thing that could’ve launched me? F–k!
— George Clooney, Actor.
The Brad Pitt Thelma Louise role of J.D., a memorable hitchhiker who cons the main characters Thelma and Louise, ultimately helped Pitt transition from television work to major Hollywood stardom. Meanwhile, Clooney found his own TV breakout with ER in 1994 and achieved a film breakthrough with From Dusk Till Dawn in 1996. Clooney and Pitt, who have maintained a long-standing friendship, often joke about the casting outcome, with Clooney noting that Pitt still teases him.
Oh yeah, he gives me s–t,
— George Clooney, Actor. Yet, Clooney eventually came to terms with the casting choice:
But, of course, when I saw it, I was, like, well it had to be that guy.
— George Clooney, Actor.

Brad Pitt’s Challenging Journey to Iconic Film Roles
Brad Pitt, now celebrated for numerous lead roles, faced a difficult path in being cast as J.D. in Thelma & Louise. Pitt, who shares six children—Maddox, Pax, Zahara, Shiloh, Vivienne, and Knox with actress Angelina Jolie—spoke about his persistent audition process for the film. In a January 2023 interview with W Magazine, Pitt described the repeated obstacles he encountered:
I just thought, ‘I’m the guy for this,
— Brad Pitt, Actor. He elaborated on his failures to secure the role at first and the unexpected return of the opportunity:
I didn’t get the part at first, and then it came back around, and I didn’t get it again, and I went, ‘Huh. All right. Moving on.’ And then it came back around again. I feel like it was three times.
— Brad Pitt, Actor.
Pitt eventually prevailed, forming significant connections with his co-stars. He specifically recalled his experience working with Geena Davis, who played Thelma:
Geena was so sweet and kind and delicate,
— Brad Pitt, Actor. Discussing the filming of their intimate scene, he remarked on her support during the demanding shoot:
That love scene, I think, went on for two days of shooting. She took care of me.
— Brad Pitt, Actor.
Stars Who Nearly Landed Iconic TV Roles but Missed Their Chance
The entertainment industry has seen many high-profile casting near-misses, with numerous actors coming close to roles that defined others’ careers. The outcomes of these choices often altered the course of television and film history.
Glen Powell, star of Top Gun: Maverick, auditioned for several parts in Friday Night Lights, including Tim Riggins, a role that ultimately went to Taylor Kitsch.
Chris Pine, well-known for his role in Star Trek, tried out for Ryan Atwood on The O.C. but was passed over because of acne issues as he discussed:
I had awful skin as a teenager,
— Chris Pine, Actor. He added that those problems continued after college:
and then I when I came after college, my skin started breaking out again.
— Chris Pine, Actor. Ben McKenzie ultimately secured the part.
Jason Biggs revealed that he was offered Ted Mosby on How I Met Your Mother, which he regrets declining:
I was offered the role and it’s probably my biggest regret, you know, on passing,
— Jason Biggs, Actor. He reflected on his mindset at the time:
I think I was in a phase of, at the time—it sounds so obnoxious to say right now—but at the time it was like, ‘Okay, do I want to do TV?’ I don’t know that I was quite ready to go that route.
— Jason Biggs, Actor.
Alden Ehrenreich, later known for his leading role in Solo: A Star Wars Story, was the favored choice of casting director David Rapaport for Dan on Gossip Girl, but producers considered him too short to be paired as Blake Lively‘s romantic lead. Penn Badgley landed the part, though internet sources now say he and Ehrenreich are of a similar height.
Rob Lowe was the original pick for Derek Shepherd on Grey’s Anatomy but decided against playing “McDreamy,” a decision he estimated to have cost him $70 million in his 2014 memoir and on Marc Maron‘s podcast:
That’s probably cost me $70 million,
— Rob Lowe, Actor. Lowe felt the “McDreamy” brand didn’t fit him and passed after viewing the pilot:
and when they started calling the handsome doctor ‘McDreamy,’ I was like, ‘yeah, that’s not for me.’
— Rob Lowe, Actor.
Benedict Cumberbatch auditioned for Bill Compton in True Blood, but the part went to Stephen Moyer. Jessica Chastain and Jennifer Lawrence also read for True Blood roles—Sookie Stackhouse and Crystal Norris, respectively—but Anna Paquin and Lindsay Pulsipher became the final choices, with Lawrence’s young age weighing into the decision.
Tiffani Thiessen, a veteran from Saved By the Bell, pursued the part of Rachel in Friends but was seen as too young.
Katherine Langford nearly played Betty Cooper on Riverdale, as recalled by Camila Mendes:
I remember we went out and we got falafel with a guy who was auditioning for Archie,
— Camila Mendes, Actor.
Katherine Heigl was close to becoming Jen Lindley on Dawson’s Creek, thanks to director Steve Miner’s influence, according to show creator Kevin Williamson. Williamson discussed Heigl’s fit for the character:
She looked slightly older at that time. Even though she was younger, I just think she was more mature,
— Kevin Williamson, Creator. He continued:
She gave a great audition, I remember we were all sort of like, ‘Wow, she’s good.’
— Kevin Williamson, Creator.
Selma Blair almost played Joey Potter, but a last-minute audition tape from Katie Holmes shifted Kevin Williamson’s decision:
I really loved Selma until, of course, I got the infamous videotape from the basement of the Holmes family in Toledo, Ohio,
— Kevin Williamson, Creator.
And when that video showed up, it changed my whole life.
— Kevin Williamson, Creator.
Alternate Castings That Could Have Changed Television
Lisa Edelstein was seconds from playing Carrie Bradshaw on Sex and the City, with her contract completed, yet it all hinged on Sarah Jessica Parker’s choice:
I was either going to do it or not. It all depended on whether she said yes,
— Lisa Edelstein, Actor.
My contract was complete. I was waiting.
— Lisa Edelstein, Actor.
Ashley Olsen was the network’s original pick for Serena van der Woodsen in Gossip Girl. Casting director David Rapaport described the anxiety over whether Blake Lively would be available:
I was terrified we wouldn’t get her or they wouldn’t like her because, honestly, the show lived and died on her and I had absolutely no other ideas,
— David Rapaport, Casting Director.
The CW pushed for Rumer Willis to star as Blair Waldorf, but Rapaport ultimately selected less-known actresses to keep the show’s essence:
She’s grown into quite an amazing actress and person, but that, to me, was based on protecting the investment of a television show where creatively, these lesser-known girls really captured the essence of the show and carried it for six years.
— David Rapaport, Casting Director.
Keke Palmer was a finalist for Iris West on The Flash, according to Rapaport, but the chemistry with lead actor Grant Gustin was a concern:
We had seen Candice initially, but I think we were too early on in the process to cast her so we ended up testing Keke Palmer and this other girl, but they felt a little too young next to Grant [Gustin],
— David Rapaport, Casting Director.
Iwan Rheon recounted for The Telegraph how he nearly became Jon Snow in Game of Thrones, instead of Kit Harington. Rheon later played Ramsay Snow, one of the show’s most infamous characters.
Chris Pratt, famed for Guardians of the Galaxy, was initially Josh Schwartz’s first choice for Chuck but lost out to Zachary Levi:
He was the first guy I wanted to play ‘Chuck’. But as fate would have it, he was destined to guard the galaxy, not the Buy More,
— Josh Schwartz, Producer.
And might I add, couldn’t happen to a nicer guy.
— Josh Schwartz, Producer.
Katie Holmes discussed meeting Orange Is the New Black creator Jenji Kohan, who recognized Holmes had other commitments:
And also in the beginning no one knew what this was.
— Jenji Kohan, Creator.
Cobie Smulders revealed both she and Evangeline Lilly tested for Kate on Lost, describing how her unsuccessful audition helped Lilly:
She owes a lot to me because I went in and I bombed the audition. And she was like, ‘Thank you!’
— Cobie Smulders, Actor.
Notable Performers Who Passed or Were Passed Over for Top Roles
Several accomplished actors bypassed opportunities for now-iconic roles, with real consequences for their careers.
The studio behind The Good Wife initially preferred Ashley Judd or Helen Hunt for the lead, but Julianna Margulies ultimately claimed the role.
Katie Holmes was close to headlining the WB series Buffy the Vampire Slayer, turning down the part to attend high school, so Sarah Michelle Gellar was cast instead. Lorraine Bracco declined Carmela Soprano on The Sopranos, feeling she had played similar roles.
Taraji P. Henson auditioned for Olivia Pope in Scandal and reflected on seeing the inevitability of Kerry Washington landing it:
When I went in to read for Shonda Rhimes, in my mind I was like, ‘This is Kerry Washington. Why am I even in here?’
— Taraji P. Henson, Actor.
Gillian Anderson chose not to play Lady Cora in Downton Abbey, preferring different projects, while Ashlee Simpson was the initial favorite for Elena Gilbert on The Vampire Diaries. Ultimately, producers selected Nina Dobrev after a strong tape review.
Whitney Houston turned down the role of Sondra on The Cosby Show to pursue her music, and Dana Delany similarly passed on Carrie Bradshaw in Sex and the City due to prior roles with explicit material.
David Letterman’s bandleader Paul Shaffer lost George in Seinfeld after not responding to Jerry Seinfeld’s direct offer, and Thomas Jane rejected Don Draper in Mad Men, not wanting to commit to TV at the time—Jon Hamm would go on to define the part.
The Impact of Almost-Cast Roles on Hollywood Careers
The recurrence of casting ‘what-ifs’ shapes entertainment history and actor trajectories, as seen with the Brad Pitt Thelma Louise role, which helped launch Pitt as a film icon. The alternate choices—ranging from Glen Powell vying for Tim Riggins to Lisa Edelstein waiting in the wings for Carrie Bradshaw—reveal the fine margins determining career paths and television legacies. The enduring friendship and playful rivalry between George Clooney and Brad Pitt highlights the personal stakes involved in such close professional calls. As more behind-the-scenes stories emerge, the impact of these decisions continues to resonate with fans and shape how iconic roles are remembered.
