Ann-Margret said she turned down the role of Liesl for being "too old for Julie Andrews".

Director Robert Wise considered Yul Brynner for the role of Captain Von Trapp.

Considered for the role of "Captain von Trapp."

Considered for the role of "Captain von Trapp."

Five years before her break-out role as Mattie Ross in True Grit, Kim tested for the role of Liesl, the eldest von Trapp daughter.

One of many roles the great star apparently turned down.

Auditioned to play one of the "von Trapp" boys.

Patty Duke auditioned for one of the children's roles.

Auditioned for the role of the sixteen-going-on-seventeen "Liesel."

Before the final version, Paramount bought the rights and thought of Hepburn for the leading role. She declined.

Shirley Jones was considered for the role of Maria.

Screentested for the role of the stern Captain.

Five years before his attention-getting performance as Barnaby in the film version of Hello, Dolly!, Lockin tested for the role of Rolfe.

MacDonald, long out of the film world, was still at the top of the list (along with Irene Dunne) to play the Mother Abbess.

Shirley MacLaine wanted to play the role of Maria Von Trapp, if Julie Andrews was not available.

After dubbing vocals for Deborah Kerr in The King and I, Natalie Wood in West Side Story, and Audrey Hepburn in My Fair Lady, Marni screen-tested for the part of Maria. She was given the smaller role of Sister Sophia.

Four of the Osmond Brothers auditioned to be a Von Trapp kid: Alan Osmond, Jay Osmond, Merrill Osmond and Wayne Osmond.

Four of the Osmond Brothers auditioned to be a Von Trapp kid: Alan Osmond, Jay Osmond, Merrill Osmond and Wayne Osmond.

Four of the Osmond Brothers auditioned to be a Von Trapp kid: Alan Osmond, Jay Osmond, Merrill Osmond and Wayne Osmond.

Four of the Osmond Brothers auditioned to be a Von Trapp kid: Alan Osmond, Jay Osmond, Merrill Osmond and Wayne Osmond.

Auditioned to play one of the "von Trapp" kids.

Tisha (daughter of Ann Sothern and Robert Sterling) tested for the role of Liesl.

Sharon Tate screentested for the role of Liesl.

The masterful, much-honored director scouted locations and was set to direct the movie, but finally withdrew.