Sandra Bullock was the first choice to play the lead in "Million Dollar Baby". But she couldn't get her choice of directors so she refused the role.

Morgan Freeman was originally considered for the lead role of Frankie Dunn, but chose instead to play Eddie "Scrap-Iron" Dupris.

Anjelica Huston wanted to direct the movie. When producer Albert S. Ruddy acquired the "Rope Burns" rights she was busy on another project and Clint Eastwood took the director's chair.

Judd was considered for the lead.