Depp was the first choice to play Will Grimm.

Anthony Hopkins was actually cast but had to leave the project.

Nicole Kidman was actually cast but had to leave the project.

Samantha Morton was strongly considered for the female lead.

Terry Gilliam wanted Uma Thurman for the part of the Mirror Queen after having worked with her previously in the Adventures of Baron Munchausen. Thurman turned it down upon having wrapped up the grueling filming of Kill Bill, and her marriage ending, she wanted to spend time with her children.

Robin Williams was actually cast but had to leave the project.