Patricia Arquette wanted to play the lead.

Robert De Niro had to drop out of playing Queenan to go ahead with his own directorial project, the Good Shepherd.

According to IMDB, had to turn down a role in Martin Scorsese's crime drama due to his commitment to "Apocalypto."

Ashley Judd wanted to play Madolyn.

Turned down the chance to work with director Martin Scorsese because of his ongoing commitment to his TV series.

Ray Liotta, who hasn't worked with Scorsese since "Goodfellas," was reportedly the first choice for the role of Dignam, but had to turn the role down due to other commitments.

Nicholson originally turned down the part of Frank Costello but director Martin Scorsese and co-star Leonardo DiCaprio changed his mind.

Gwyneth Paltrow was considered to play Madolyn.

Pitt was cast as Sullivan but dropped out. He did continue to produce the film.

The blonde Sedgwick was seriously considered by Scorsese to play the role of Madolyn.

Hilary Swank was reportedly one of the actresses considered by Scorsese for the part of Madolyn.

Kate Winslet was reportedly one of the actresses considered for the part of Madolyn.