1. Johnny Depp

Throughout his career, actor Johnny Depp has been known to play some pretty “strange” characters, from chocolate maker Willy Wonka to Edward Scissorhands. So when it came time for Marvel to cast Doctor Strange, it’s no surprise that Depp was approached to play the superhero role.

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Casting stars who are contracted to appear in franchise series can be a nightmare, so it also comes as no surprise that Depp had to turn down the role due to scheduling conflicts with Pirates of the Caribbean, which then lead studio execs to cast Sherlock actor Benedict Cumberbatch as Strange. But there’s still hope for Depp to be cast in a future Marvel film, now that he is out of his Caribbean contract.

2. Rachel McAdams

Gwyneth Paltrow’s name has almost become synonymous with her role as Pepper Potts, the love interest of Tony Stark aka Iron Man, after playing the character in seven Marvel films. But, surprisingly, Paltrow wasn’t originally supposed to play the part, and she was not even Marvel’s first choice to land the role.

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In fact, Rachel McAdams was Marvel’s first pick to play Pepper Potts. The Notebook star ultimately had to decline because of a scheduling conflict. Luckily, Marvel fans eventually got their McAdams fill when she played emergency room Dr. Christine Palmer in Doctor Strange just a few years later.

3. Matthew McConaughey

As a superhero, we think actor Matthew McConaughey would do alright, alright, alright. And so did Marvel, apparently. The studio approached McConaughey to play the part of Ego the Living Planet in Guardians of the Galaxy 2. McConaughey turned down the superhero role, and was outspoken about his reasons why.

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The actor ended up signing on to film The Dark Tower, but not before giving a slight jab to Marvel. In an interview, McConaughey said he felt like filler for the Marvel Cinematic Universe. “What I saw was ‘[Marvel’s] successful, and now we’ve got room to make a colorful part for another big-name actor.’ I’d feel like an amendment,” he said. Ouch!

4. Matt Damon

When Ben Affleck starred in the movie adaption of Daredevil, he and the film were met with a wave of criticism. Affleck has gone on to say on multiple occasions that he regrets taking on the role. Maybe he should have taken advice from his longtime friend, Matt Damon, at the time.

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Damon was originally the first choice to play vigilante Matt Murdock, aka Daredevil. The actor turned down the opportunity to play the lead in the Marvel film because he was unfamiliar with the work of director Mark Steven Johnson. Since he was unsure of the film, he passed on it, and it was passed on to his best friend.

5. Jessica Chastain

Actress Jessica Chastain did not just pass up one opportunity to appear in one Marvel film, she passed up on two! Talk about playing hard to get. First, Marvel was reportedly in talks with Chastain to play Maya Hansen in Iron Man 3, but there were scheduling issues, and another issue Chastain had with the role.

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In an interview, Chastain went on to say “why do a superhero movie and play the boring civilian?” When her second chance came, this time to play Hope van Dyne, aka The Wasp, she once again declined. Reports vary on why she turned down the role, with some blaming scheduling conflicts and others speculating she was disappointed in the script.

6. Alec Baldwin

Alec Baldwin is a comedy hero, keeping audiences laughing in roles like Donald Trump in Saturday Night Live and Jack Donaghy in 30 Rock. We’ve yet to see Baldwin take a stab at acting in a superhero film, but that doesn’t mean casting directors haven’t tried.

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In an interview with The Howard Stern Show, Baldwin shared that he’d been approached by Marvel to play an unnamed villain in an unknown, upcoming film. “They wanted me to work a certain time. And because of my wife’s pregnancy, I had to turn down two films this summer that I wanted to do,” he said at the time. Here’s to holding out hope for the future!

7. Leonardo DiCaprio

We’ve thought of Leonardo DiCaprio as a superhero ever since his character Jack Dawson saved love-interest Rose DeWitt Bukater from falling off the front of the ship into the frozen waters below in Titanic. Apparently Marvel and DC Comics agreed, and both have tried to cast him in their films over the years.

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First, DiCaprio turned down an offer to play Robin in Batman Forever out of a lack of interest in the role. Later, DiCaprio turned down a role as Peter Parker in Spider Man when Marvel tried to get the actor in their web. In an interview, DiCaprio explained that he found that both of the characters weren’t “complex” enough for his taste.

8. Emily Blunt

Long before Emily Blunt would star alongside her husband John Krasinski in A Quiet Place, the British actress was carving out a place for herself in Hollywood. Blunt was becoming so sought after that Marvel reached out to her directly to play Black Widow in Iron Man 2, and Blunt accepted immediately over the phone. But there’s a reason Scarlett Johansson went on to ultimately play the role.

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It turns out that Blunt had already signed a contract to film Gulliver’s Travels during that same time frame. The actress actually had to call Marvel back and give them the bad news. Luckily, they were able to find Johansson, who shined in her portrayal of Black Widow.

9. Joseph Gordon-Levitt

Joseph Gordon-Levitt may be Marvel’s “one that got away” time and time again. He was rumored to be in talks with Marvel for Doctor Strange and Ant-Man. Marvel finally almost got Gordon-Levitt to finally sign on to play Star-Lord in Guardians of the Galaxy. But once again, it didn’t pan out.

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Gordon-Levitt ultimately turned down the role because of a scheduling issue. Instead, producers turned to Chris Pratt to play Peter Quill aka Star-Lord. Pratt almost turned down the role too, saying he was too out of shape to play in the superhero film. Instead, Pratt got in shape and the film shaped up to be a success.

10. Bryan Cranston

In Breaking Bad, audiences got to see Bryan Cranston’s character Walter White mutate from a quiet chemistry teacher to the infamous “Heisenberg.” So when Marvel was looking for someone to play an X-Men mutant, Cranston seemed somewhat fitting for the role. Unfortunately, Cranston saw himself fitting in as another character at the same time.

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Cranston passed at the chance of playing super villain and mutant Sebastian Shaw in X-Men: First Class, and took on a different part that year. Instead, we got to watch Kevin Bacon take on the role of Sebastian Shaw, and watch Cranston go on to act in Drive with Ryan Gosling. We’d call that a win-win!

11. Jude Law

The role of Clark Kent, aka Superman, may be one of the most iconic American roles there is. So when it comes to casting an actor to portray the superhero, we can’t imagine turning down the role. But actor Jude Law said “no” to his shot at playing Superman for a host of moral reasons.

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Law did not feel that the legendary all-American character of Superman should go to an English actor like himself. But what really convinced him was the superhero costume. He said in an interview that when Superman Returns director Bryan Singer sent Law the spandex suit, he imagined himself “in that costume on posters all around the world” and said “No way!” If you ask us, we don’t see any problem with the idea of Law featured on those posters.

12. Olivia Munn

The pool of actors that producers could pick from to star in Deadpool was pretty massive, considering the excitement around the upcoming Marvel film. But there was at least one actress who was not jumping at the idea of starring in the film. Olivia Munn ultimately turned down her chance to be a part of the movie.

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Munn was offered the role of Vanessa Carlysle, the girlfriend of Wade Wilson (played by Ryan Reynolds). She said in an interview that she “had no desire to play someone’s girlfriend in the movie.” She got her wish to play a more action packed character when she was later cast as Psylocke in X-Men: Apocalypse.

13. Tom Cruise

Tom Cruise is a staple of the action-adventure world. And you can’t get much more action/adventure than a good superhero film. Marvel thought so too, and turned to Cruise when they were casting Iron Man. But during the long lead-up to the film, talks crumbled between Cruise and Marvel producers.

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Marvel struggled to secure the rights to the film, and in 2005 decided after years of effort to start from scratch. Cruise was in talks to play lead Tony Stark, but after the drawn-out logistical issues, he lost interest in the role. Instead, we got to see Robert Downey Jr. try his hand at the role, and we’d say that turned out pretty well.

14. Amandla Stenberg

Amandla Stenberg’s star has been rising in Hollywood over the last few years, mostly ever since her performance as Rue in The Hunger Games. But when it came to Marvel’s casting of the later Academy Award Winning film Black Panther, Stenberg wasn’t playing any games.

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Stenberg was approached to play superhero and princess Shuri in Black Panther. In what she described as a “challenging decision” to make, Stenberg told producers that she thought she wasn’t the right choice for the role of an African princess. The part went to Letitia Wright, who snagged a well-deserved Screen Actors Guild Award for her performance.

15. Mel Gibson

When looking to cast a star-studded lineup for the movie Thor, Marvel Cinematic Universe reportedly turned to Mel Gibson to play Thor’s father, Odin, the King of Asgard. Gibson told Marvel he was not interested, but reports hadn’t provided a reason why. A few years later, audiences may have gotten the answer.

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In a 2016, Gibson gave an interview to the Washington Post to promote his new film Hacksaw Ridge and seemed to criticize Marvel. Gibson spoke about modern films showcasing “violence without conscience” and pointed to Marvel. “To talk about the violence question, look at any Marvel movie. They’re more violent than anything that I’ve done,” he said.

16. Saoirse Ronan

Irish-American actress Saoirse Ronan has seen her star skyrocketing in recent years, and she has a growing collection of awards to prove it. When director Joss Whedon and his team behind Avengers: Age of Ultron were casting for the movie, they needed the perfect person to play the new character Wanda Maximoff, aka Scarlet Witch.

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Whedon tried to court Ronan for the role, but she ended up passing it up. Reports haven’t been able to point to why exactly she turned it down, but most presume it’s because of her high demand at the time. Instead, Elizabeth Olsen took on the role and joined the Marvel universe.

17. Jason Momoa

Jason Momoa says he once had one of the “best meetings [he’s] ever had” with Anthony and Joe Russo, who have directed multiple Marvel films. At the time, he was being recruited to play an unnamed villain, but it didn’t work out. And apparently the second time wasn’t the charm either, since Momoa had to pass on yet another MCU film later on.

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Momoa was courted again to play Drax the Destroyer in Guardians of the Galaxy, but in the end he dropped out of the running, as he was worried that the character was too similar to ones he’s played in the past. Luckily for us, he got his chance to be a superhero in Aquaman and the rest is hero history.

18. Olivia Wilde

When it comes to casting Guardians of the Galaxy, we’re wondering who Marvel didn’t reach out to, with so many reports of stars turning down roles in the film. One of those stars was Olivia Wilde, who was in talks to play Gamora. It wasn’t until later that she revealed why she might have passed at the opportunity.

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Years after, when reports surfaced that producers were casting Captain Marvel, Wilde discussed her thoughts on superhero films, and a lack of complexity in female roles. She left the door open to play a superheroine in the future, saying she would play a Marvel character that is “just as unexpected and complex as some of the male characters like Iron Man.”

19. Joaquin Phoenix

When counting the stars who have turned down superhero roles, Joaquin Phoenix is a two-for-one deal. When director Louis Leterrier took on The Incredible Hulk, he originally had Joaquin Phoenix in mind to play the lead character Bruce Banner. Phoenix turned it down, but that didn’t stop Marvel from coming back to Phoenix later.

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Fast-froward a few years, and Marvel approached Phoenix for the role of Dr. Stephen Strange in Doctor Strange, but once again he declined. Phoenix explained that he wanted to turn his focus to less big-budget films and said he did not think the Marvel roles would be “fulfilling.”

20. Kate Beckinsale

Before the Wonder Woman movie sold out theaters and became a blockbuster hit, it looked a lot different. Ten years before that, Underworld actress Kate Beckinsale was approached to play the super heroine, with Joss Wheadon directing the movie. She took a look at the script and passed on the project.

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In the end, Beckinsale was worried that the original version would have resulted in a “lesser Wonder Woman” movie that might be “embarrassing” for her children (ouch!).  Jump forward to ten years later, replace Joss Wheadon with Patty Jenkins, and replace Beckinsale for Gal Gadot, and  you have the Wonder Woman that we all know and love.

21. Sam Rockwell

Actor Sam Rockwell was just nominated for an Oscar based off of his portrayal of George W. Bush in Vice, so he knows what it takes to play the right part. That may also explain why he ultimately decided to take his name out of the running when he was considering joining Marvel in the cast of Iron Man. 

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Robert Downey Jr.’s audition for Iron Man must have been pretty impressive, because after seeing his audition Rockwell took himself off of the short list for the role. But Marvel came back around, and cast him in Iron Man 2 as Justin Hammer.

22. Josh Hartnett

Actor Josh Hartnett was the teenage heartthrob in the late 1990s and early 2000s, and it seemed that both Marvel and DC had their hearts set on him as well. Hartnett was approached a few times to play Superman, but didn’t want the potentially 10 year commitment that came with the role. But that wouldn’t be the last time he’d have to say no to playing a super hero.

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Hartnett was also offered a role as Spiderman (and, reportedly, as Batman), but turned them all down. He worried that playing a superhero would typecast him in a certain type of role, and explained in an interview that “it just wasn’t the kind of movie I wanted to do.” Our loss!

23. Dougray Scott

There are some things that are just indisputable, and in our opinion one of those things is that Hugh Jackman was born to play Wolverine. But Jackman wasn’t originally supposed to be cast as Wolverine, and was actually signed onto the film as a replacement for actor Dougray Scott.

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Scott had to give up on playing Wolverine due to scheduling issues. He was involved in a motorcycle accident that left him injured, and could not finish filming Mission Impossible 2 until he was healed. It set the taping schedule back for MI2, and kept Marvel waiting around to begin filming. Instead of waiting, Marvel ended up giving the part to Jackman at the last minute.

24. Jensen Ackles

Jensen is best known for his role as Dean Winchester on the television series Supernatural. But at one point, he was in the running to become known as Captain America. Ackles auditioned for the role, but producers ended up casting Chris Evans to fill the super shoes. It was later that Ackles would have to turn down a different Marvel casting.

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Marvel must have been impressed by Ackles’ audition, because they went back to the actor to ask him if he would try out to play Hawkeye in Captain America. In the end, his TV filming schedule left him no time to take on the role, so he had to decline. But we’re left wondering if he would have left Supernatural if he had landed the big role as Captain America.

25. Quinton “Rampage” Jackson

Quinton “Rampage” Jackson originally started his career as a mixed martial arts (MMA) fighter and professional wrestler before he moved on to take the big screen. After his role of B. A. Baracus in The A-Team, Marvel wanted Jackson to join their team for an upcoming film.

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The wrestler-turned-actor heard from Marvel about playing teleporting mutant John Wraith in X-Men Origins: Wolverine. While he was interested in the role, he had a scheduling conflict. Unlike many of the other actors on this list who had to turn down roles for other movie commitments, Jackson had to turn it down because he was in the middle of MMA training. But we bet he would have packed a punch in a Marvel film.

Sources: Business Insider, TIME Magazine, Screen Rant