Quentin Tarantino’s original goal in life was to become an actor, so he has a great respect for those who star in his films, and he thinks like an actor when he’s writing and directing. He says that the “rules” of writing are very result-oriented, which is at odds with the craft of acting.

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In a technique he’s dubbed “method writing,” Tarantino writes like an actor. This style results in characters that actors are dying to bring to life, so he can pretty much cast any A-list talent he wants in each role. Here are 10 actors who almost landed roles in Quentin Tarantino movies.

George Clooney As Mr. Blonde In Reservoir Dogs

George Clooney as Mr Blonde

Before he was one of the biggest movie stars in the world, George Clooney read for the role of Mr. Blonde in Tarantino’s debut feature Reservoir Dogs, but he was turned down. Christopher Walken was offered the role but didn't take it, and Michael Madsen ended up getting cast.

Tarantino had originally written the role of Mr. Pink for himself, and when Steve Buscemi wanted to play it, the director challenged him to wow him so much with his audition that he would relinquish the part. After Buscemi’s impressive audition, Tarantino was happy to hand over the role.

Kevin Costner As Bill In Kill Bill

Kevin Costner as Bill

Tarantino originally wrote the role of Bill in Kill Bill with Warren Beatty in mind, but due to creative differences, he decided not to cast Beatty, and rewrote the character to be younger.

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Before giving the role to David Carradine, who knocked it out of the park, Tarantino offered the role to Kevin Costner. However, Costner decided to direct and star in the western Open Range instead.

Paul Calderon As Jules Winnfield In Pulp Fiction

Paul Calderon as Jules Winnfield

Although the role of Jules Winnfield was specifically written for Samuel L. Jackson, an actor named Paul Calderon gave an audition that impressed Tarantino enough to consider giving the part to him. When he heard about this, a panicked Jackson flew out to Los Angeles to do another audition for Tarantino to make sure he would definitely get the role.

Calderon ended up playing a much smaller role, Paul, in Pulp Fiction. There’s no telling how Calderon would’ve played Jules, but Jackson’s performance ended up defining his career and earning him an Oscar nomination, so it would be tough to top.

Christina Applegate As Melanie Ralston In Jackie Brown

Christina Applegate as Melanie Ralston

Jackie Brown, adapted from the Elmore Leonard novel Rum Punch, is Tarantino’s only movie (so far) based on previous source material. The role of Melanie Ralston ended up being played by Bridget Fonda, but before she was cast, a young Christina Applegate was under consideration.

However, her contract for the sitcom Married...with Children wouldn’t allow her to take time off for the shoot, making her possible casting moot.

Charlie Day As Charles Manson In Once Upon A Time In Hollywood

Charlie Day as Charles Manson

Although Once Upon a Time in Hollywood was marketed as a movie about the Manson murders, Charles Manson only appears on-screen very briefly with hardly any lines. It’s Always Sunny in Philadelphia’s Charlie Day was asked to audition for the role, but he decided not to, for two reasons: he thought that his presence would distract from the movie, and he was hard at work on his own directorial debut, El Tonto.

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The role was ultimately played by Damon Herriman, who had previously portrayed Manson in the Netflix true crime series Mindhunter.

Michael Madsen As Vincent Vega In Pulp Fiction

Michael Madsen as Vincent Vega

Tarantino’s top choice for the role of Vincent Vega in Pulp Fiction, which ended up going to John Travolta, was Michael Madsen. However, Madsen turned it down, because he’d already committed to appearing in Wyatt Earp. He’s since said that he regrets the decision.

It's a known Easter egg that Reservoir Dogs’ Vic Vega (who was played by Madsen) is Vincent Vega’s brother in the Tarantino-verse, but they could’ve been twins if Madsen had been cast in Pulp Fiction.

Jennifer Lawrence As Daisy Domergue In The Hateful Eight

Jennifer Lawrence as Daisy Domergue

Jennifer Lawrence met with Tarantino to discuss the role of Daisy Domergue in The Hateful Eight, which was eventually played by Jennifer Jason Leigh in an Oscar-nominated turn.

Tarantino has said that he thinks Lawrence just met with him as a courtesy as there’s no way she would’ve been able to fit the shoot into her schedule. Ultimately, the director was glad that Lawrence didn’t play Daisy, as he thinks that she was too young for the part.

Michael Fassbender As Col. Hans Landa In Inglourious Basterds

Michael Fassbender as Hans Landa

When he came in to audition for the role of Lt. Archie Hicox in Inglourious Basterds, Michael Fassbender asked Tarantino if he could audition for Col. Hans Landa. Although Fassbender was born in and has a German father, Tarantino didn’t think that an actor who would be cast as Heathcliff in a Wuthering Heights adaptation was German enough to play Landa. (Fassbender had recently been cast in the role in Andrea Arnold’s adaptation of the Emily Brontë novel, but he ended up being replaced by James Howson by the time it went into production.)

While searching for the perfect actor to play Landa, Tarantino feared he’d written an unplayable role. When Christoph Waltz came along and blew him away, Tarantino credited him with saving the movie. He’d considered abandoning the project when he couldn’t find the right Landa.

Sylvester Stallone As Stuntman Mike In Death Proof

Sylvester Stallone as Stuntman Mike

For the villainous role of Stuntman Mike in his exploitation slasher Death Proof, Tarantino looked at a bunch of different actors for the part. These included Sylvester Stallone (who was previously considered for the role of Butch Coolidge in Pulp Fiction), John Travolta, Ron Perlman, Willem Dafoe, Ving Rhames, Bruce Willis, and Mickey Rourke.

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It was Tarantino’s Grindhouse co-director Robert Rodriguez, who was helming Planet Terror, the other half of the double feature, who suggested Kurt Russell, who ultimately clinched the role.

Will Smith As Django Freeman In Django Unchained

Split image of Will Smith in Independence Day and Jamie Foxx in Django Unchained

When Quentin Tarantino was writing his spaghetti western the actor decided to turn it down as he felt that Django wasn’t really the lead role and he’d be playing second fiddle to Christoph Waltz’s Dr. Schultz.

Idris Elba, Tyrese Gibson, Terrence Howard, Michael K. Williams, and Chris Tucker were all considered for the role before Jamie Foxx accepted Tarantino’s offer.

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