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Actors Who Refused Roles In Tom Cruise Movies

There are few actors who have dominated the screen for as long as Tom Cruise, who has been among Hollywood's biggest leading men for nearly 40 years. The fact that he's as recognizable an action hero to kids of the 2020s as he is to children of the '80s is perhaps his greatest feat.

With such a long and impressive filmography though, Cruise has had the pleasure of acting alongside greats from multiple eras of Hollywood. From elder statesmen like '60s screen legend Paul Newman in "The Color of Money" to today's hottest young rising stars like Monica Barbaro in "Top Gun: Maverick." Even with so many movies across parts of five decades, there are still plenty of stars that Cruise hasn't gotten a chance to work with. But a few came pretty close.

Whether it was because of a scheduling conflict with another film they were making, a lack of interest in the particular project, or even an objection to the script, there are quite a few big names that turned down offers to star with the great Tom Cruise. Some regret it, and some might not, but was it a mistake to pass up the opportunity? Read on and judge for yourself.

Ian McKellan in Mission: Impossible II

The "Mission: Impossible" movies have always had great villains with talented actors playing slippery, slimy terrorists and international criminals, from Phillip Seymour Hoffman to Henry Cavill. But for "Mission: Impossible II," Cruise almost enlisted the services of British actor Ian McKellan. The revelation that he turned down an offer from Cruise came in an interview with McKellan for People Magazine in July 2015, and according to the actor, if he'd agreed, he may have missed out on two of his most iconic roles.

"I got offered a part in 'Mission: Impossible II' with Tom Cruise but they wouldn't let me see the whole script because I might have spilled the beans," he said. "I only got my scenes." This didn't sit well with McKellan, who wasn't happy about the thought of agreeing to a project without seeing the entire story. "Well, I couldn't judge from reading just those scenes what the script was like. So I said no. And my agent said, 'You can't say no to working with Tom Cruise!' and I said, 'I think I will.'"

But the real stunner is that it was literally the very next day that director Bryan Singer offered him the role of Magneto in "X-Men." Shortly thereafter he secured the role of Gandalf from Peter Jackson in "The Lord of the Rings" trilogy, and according to McKellan, he'd probably have had to turn both of them down if he'd agreed to "Mission: Impossible II."

Dennis Rodman in Jerry Maguire

Basketball star Dennis Rodman was at the height of his fame playing alongside NBA legend Michael Jordan and the Chicago Bulls when he attempted a big-time Hollywood career. He wound up starring in a few major films, including "Double Team" in 1997 alongside Jean-Claude Van Damme and "Simon Sez" two years later, but never quite found the big screen fame he was looking for. But it all could have gone down very differently had he not turned down an offer to star opposite Cruise in the 1996 sports comedy, "Jerry Maguire."

The film stars Cruise as a sports agent who starts his own firm, which struggles to survive with one complicated superstar client, Rod Tidwell, played by Cuba Gooding Jr. But during a 2019 episode of the "The Dan Patrick Show," ESPN host Roy Firestone — who played himself in the film — made a surprising reveal about director Cameron Crowe's original ideas for the film's cast. "Originally Rodman was going to be Rod Tidwell, people don't know that ... he turned down the role."

Firestone didn't divulge why exactly Rodman passed — it could very well have been a scheduling conflict with his NBA duties — but missing out on what turned out to be an Oscar-winning role for Cuba Gooding Jr. may be one of the biggest mistakes he made in Hollywood.

Jason Alexander in A Few Good Men

Jason Alexander became a household name thanks to his iconic role as quirky, perpetually down-on-his-luck New Yorker George Costanza in the trailblazing sitcom "Seinfeld." But before he was a sitcom star he was offered a role in the 1992 legal drama, "A Few Good Men." It all happened in 1990 when director Rob Reiner was assembling his cast, and according to actor Kevin Pollack in an interview with Vanity Fair in 2017, the role he wound up playing was originally intended for Alexander.

"I have an offer out to Jason Alexander," Pollack said he was told by Reiner at the time. But believe it or not, most expected that "Seinfeld" wouldn't get a second season, and Reiner only had Pollack as his backup choice should Alexander have a scheduling conflict. "It was one of those bizarre moments that could have gone either way," Pollack said. Ultimately, "Seinfeld" got its renewal — and many more — and Pollack snagged the role in "A Few Good Men" which wound up earning four Academy Award nominations. "It worked out pretty great for Jason and myself."

In 2021, the "Seinfeld" star acknowledged the offer to play the part in a post on Twitter: "[Kevin Pollack] was my replacement and I have never forgiven him for being better than I would have been. Now he's a pal and I'm waiting for him to quit a job for me."

Bill Murray in Rain Man

Imagine "Ghostbusters" star Bill Murray playing Bill Harford, a psychiatrist who discovers a hidden world of sexual hedonism in the Stanley Kubrick film, "Eyes Wide Shut." In the 2020-released book, "Stanley Kubrick: American Filmmaker," it's revealed that Murray was on the filmmaker's short list of casting choices when he was planning the movie in the 1980s before the role went to Cruise in 1999 (via the Independent). But that's not the role we're here to discuss  – because about a decade earlier, Murray was offered a role opposite Cruise in the 1988 drama, "Rain Man."

In a 2018 interview with Yahoo, the film's screenwriter Barry Morrow talked about how the movie was cast. "Dustin was the first person to commit to the project," he said. "[The script] was sent to him and Bill Murray simultaneously by Mike Ovitz at CAA ... I think what I heard was that Bill Murray just didn't read the script and Dustin did." Clearly, Murray wasn't very interested in the project, passing by default as Hoffman got the coveted role that would earn him an Academy Award for best actor. "Dustin called and marked his territory," Morrow concluded.

Don't feel too bad for Murray though. After turning down a chance to star alongside Cruise, the former "Saturday Night Live" star turned his attention to "Scrooged" which has gone on to become an iconic Christmas classic and one of his most celebrated roles.

Javier Bardem in Minority Report

Javier Bardem got his start in his native Spain, starring in a number of films there throughout the 1990s before making the leap to Hollywood. Eventually, after a small role alongside Cruise in "Collateral" and a leading part in the drama "Goya's Ghosts," he'd gain notoriety for his turn as the villainous Anton Chigurh in the Coen Brothers' 2007 masterpiece, "No Country for Old Men." But before "Collateral," Bardem almost starred with Cruise in the 2002 Steven Spielberg-directed sci-fi action, "Minority Report." 

In fact, during a speech at the Toronto Film Festival in 2017 (via The Hollywood Reporter), Bardem revealed he was Spielberg's original choice for Department of Justice agent Danny Witwer. "When I met [Spielberg], I was really star-struck," Bardem said of his first meeting with the director. But having starred almost entirely in Spanish films to that point, Bardem had reservations about making a leading role in such a high-profile role one of his first American projects. "Now I can, because I've done those roles. But at the time, it was difficult for me to jump into a foreign-language performance," Bardem explained. "My English is better now. You may not believe it, but it's better."

Ultimately, Witwer was played by Irish actor Colin Farrell, who had made his big-screen debut just three years prior. The role brought Farrell to stardom, and while Bardem would have to wait a little longer, it worked out pretty well for everyone involved.

Val Kilmer in Collateral

Val Kilmer is probably best known for starring in "Top Gun," in which he plays Maverick's rival and eventual wingman Lt. Tom "Iceman" Kazansky. Ironically enough, he initially turned down the part, telling Entertainment Weekly in 2022 that it took Cruise cajoling him to accept the role. He'd reprise the part more than 35 years later in the legacy sequel, "Top Gun: Maverick," where he was brought back together with Cruise for the first time since the original film. But the on-screen reunion between the actors almost took place 18 years earlier when he was offered a role in the 2004 thriller, "Collateral."

Directed by Michael Mann, the film follows an unwitting taxi cab driver (Jamie Foxx) who is forced to play driver to a deadly hit man (Cruise). Initially, Kilmer was announced to star in the film in an undisclosed role, as noted by Variety in a 2003 report that also announced the addition of Jada Pinkett Smith to the cast. But within weeks, it was reported that Kilmer had departed the film (via MovieWeb), as the shooting schedule came into conflict with Oliver Stone's "Alexander," which he was already well into filming.

According to the report, Kilmer was never actually signed on but was deep in talks to join the film alongside his old friend. Though it's never been confirmed what role Kilmer would have held, it's likely it was Detective Fanning, a part held by then lesser-known Mark Ruffalo.

Ricky Gervais in Mission: Impossible III

For "Mission: Impossible III," Cruise, who also served as producer on the franchise, needed a fresh new direction. After failing to get the project in motion with Joe Carnahan (with a cast that would have featured Scarlett Johansson, Kenneth Branagh, and Carrie-Anne Moss, per Slashfilm), he turned to TV director J.J. Abrams to direct the next installment. Looking for some new cast members, Abrams put out an offer to Ricky Gervais, creator and star of the British sitcom, "The Office."

In fact, Gervais officially landed the role of quirky tech savant Benji Dunn in January 2005, with the actor himself excited to join the film. "I greatly admire the director [J.J.] Abrams and Tom Cruise is the greatest film star of our generation. It should be fun," he told the Daily Mirror at the time (via UPI). Unfortunately, repeated delays in the film's production proved to be a problem for Gervais, who was committed to not just his own TV series, which was seeing an explosion in popularity, but the Christopher Guest film "For Your Consideration" (per Vulture). Eventually, Gervais was forced to drop out and was replaced by "Shaun of the Dead" star, Simon Pegg.

Oddly enough, this wouldn't be the last time that Abrams would call on Gervais only to be rebuffed. The director would offer him the part of Scotty in the big-screen reboot of "Star Trek," and it would once again be Pegg who wound up taking the role.

Jessica Chastain in Oblivion

Imagine, if you will, an Oscar-nominated actor has signed up for a movie opposite Cruise, but at the last minute wants to drop out to pursue a different role in another project. You might think that a superstar like Cruise would be furious to lose an actor who could very well help make or break his film and perhaps even be insulted that they wanted out of being his co-star. But when that very scenario played out around the casting of the 2013 film "Oblivion," Cruise did the unexpected: in a testament to his strong character, the Hollywood legend actually helped Jessica Chastain wiggle out of her commitment to the film so she could star in another movie.

The year was 2012, and Chastain was all lined up to play the role of Julia (ultimately portrayed by Olga Kurylenko) when she was given an offer by director Kathryn Bigelow to star in the military thriller, "Zero Dark Thirty." Mesmerized by the script, she went to Cruise himself with the news, and to her surprise, he not only gave his blessing but talked to the studio himself about letting Chastain out of her contract. "Someone contacted him from my agency and said, 'Listen, she wants to work with you. And she would love to, but there is this other film, and it's so important,'" Chastain told Vanity Fair in 2017. "And with his support, I was able to do this movie. He's a pretty incredible human."

Eva Herzigová in Eyes Wide Shut

Czech model Eva Herzigová was a regular on magazine racks on the covers of "Elle," "Vogue," and "Top Model" in the 1990s when she embarked on a career as an actress. Though she only made a few appearances in movies, she almost nabbed a part in the 1999 erotic thriller, "Eyes Wide Shut." Directed by legendary filmmaker Stanley Kubrick, the film starred Cruise and his then-wife Nicole Kidman and had a number of casting changes during development (per Sun Sentinel). 

Herzigová was also offered a role by Kubrick, and you'd think an aspiring actress would leap at the chance to work with a trio of Hollywood heavyweights. But in an interview with the New York Times, Herzigova talked about turning down the role: ”He only called because he needed a model,” she claimed shortly before the film's release. ”The part called for three scenes: in the first, I'm [using drugs]; in the second, I have an intense 20-minute dialogue with Tom Cruise, and in the third, I'm dead — and I had to do it all totally nude." 

While it could have been a career game-changer, Herzigová stuck to her principles: "I just didn't want to start out that way. I really tried to bargain with him and say, 'Couldn't I just wear a little something?' but he said no.”

Nicholas Hoult in Mission: Impossible - Dead Reckoning

It was first announced in January 2019 that director Christopher McQuarrie would return to the "Mission: Impossible" franchise for not just his third directorial effort in the series but his fourth as well. The two films would comprise the final entries in the entire saga, and send Cruise's Ethan Hunt out in a two-part bang titled "Mission: Impossible — Dead Reckoning." A sprawling cast would include returning stars Ving Rhames, Simon Pegg, Rebecca Ferguson, and Vanessa Kirby, with Hayley Atwell, Pom Klementieff, Rob Delaney, Cary Elwes, Esai Morales, and Nick Offerman joining across the two films. But "Mad Max: Fury Road" star Nicholas Hoult was almost a member too.

In a 2021 profile of the actor in The Hollywood Reporter, it was revealed that Hoult declined a role offered to him personally by Cruise after passing a fight choreography test with flying colors. The part would have been for one of the film's main villains which ultimately went to Morales. But the real reason he declined isn't what you'd expect. As mentioned by THR, the ongoing situation with the COVID-19 pandemic led to repeated delays and production problems on "Dead Reckoning," which wound up creating problems for Hoult. Already booked with other projects — including the "Dracula" spin-off "Renfield" directed by Chris McKay — Hoult had to bow out, despite the personal invitation and all the physical prep work.

Jessica Chastain in Mission: Impossible - Rogue Nation

That's right, "Oblivion" wasn't the only time that Jessica Chastain passed up a chance to star opposite Cruise in a big-budget blockbuster. After she'd dropped out of "Oblivion," it was only a year later that word would pop up that she was again being sought for another Cruise project, this time the fifth film in the "Mission: Impossible" series, "Rogue Nation." It was in April 2014 that it was widely reported by the likes of IndieWire that she was sought for a major role.

The following month, Deadline announced that she was indeed the top choice and that she was offered the part, even noting how she had previously passed  on "Oblivion." But once again, Chastain eventually opted out of the film, and it was confirmed just two months later that Chastain was no longer in the running. Instead, a young Swedish star named Rebecca Ferguson would step into the role vacated by Chastain, that of enigmatic MI6 agent Ilsa Faust (via Hindustani Times).

Rumors online have circulated that the reason Chastain passed on the part is due to the lengthy and rigorous training required, but this has never been confirmed. Of course, if that was the case, perhaps it's all the better, as Ferguson and Ilsa Faust have since become recurring stars of the series, returning for all three sequels.

Val Kilmer in The Outsiders

Incredibly, "Top Gun" might have actually been the second collaboration between Cruise and Val Kilmer had it not been for Kilmer turning down a starring role in the 1983 drama, "The Outsiders." But it shouldn't come as a surprise to hear that he auditioned for the Francis Ford Coppola film, as star Rob Lowe once said that "every actor in Hollywood under the age of 35" had come in to try out.

In addition to Kilmer, auditions included the likes of Mickey Rourke, Dennis Quaid, Kate Capshaw, and Helen Slater, on top of the actors who wound up starring: Tom Cruise, Matt Dillon, Ralph Macchio, Patrick Swayze, Diane Lane, C. Thomas Howell, and Lowe. It was Howell who would play the role of Ponyboy, the film's narrator and lead protagonist, but the actor was apparently not Coppola's first choice. As noted in his 2022-released memoir, "I'm Your Huckleberry," Kilmer was initially picked to play Ponyboy. 

Despite being given the rare opportunity to take the starring role in a project helmed by one of Hollywood's most celebrated directors, Kilmer passed on the offer. According to his book, the actor declined because he was prepping for a run on Broadway in a play titled "Slab Boys," and in hindsight, it might have been the wrong move. As noted by Variety, the play ran for just six weeks, and the addition of Kevin Bacon and Sean Penn to the cast saw Kilmer bumped down to a supporting role.