What Could Have Been/Film

Alien Series

 * Alien:
 * Ridley Scott has been quoted as saying that he wanted a much different ending for the original Alien. In said ending, the xenomorph would kill Ripley, sit down in her chair and start reciting a distress call. In English. In Ripley's voice.
 * The original script had the alien as a horrible wormlike thing with loads of tentacles and legs instead of the phallic Giger design we all know and love.
 * Giger's design for the Chestburster was originally based very strongly on Francis Bacon's Three Studies for Figures at the Base of a Crucifixion, depicting creatures that while quite phallic are also more birdlike, being based on the Greek Furies. Giger's doubts about his first design were confirmed when Ridley Scott fell about laughing at the sight of the prototype Chestburster, describing it as "like a plucked turkey", and Roger Dicken ended up retooling it to resemble the now classic design.
 * The original treatment for James Cameron's Aliens would have been much different than the scenario that played out in the finished film. The plotline with Ripley's abandoned daughter would have been much bigger, and Ripley would have a disheartening videophone conversation with her. Newt's father would have been shown getting jumped by a facehugger in the Derelict, and an entire segment would have been devoted to a rescue team getting attacked by scores of facehuggers. Ripley, Newt and Hicks would all get cocooned at one point, but escape. However, the biggest change was that Bishop would have abandoned the rest of the survivors on the planet, and they would have had to escape using one of the colonist's shuttles.
 * Alien 3:
 * Although the film is not as well-liked as the first two Alien movies, it could have been much, much... stranger since whether these ideas would have actually been better or worse than what resulted is impossible to know. Numerous scripts were written between 1988 and 1992, all of which would have taken the franchise down many different paths. To summarize, there were no less than four spec scripts written for the film, including:
 * The famous William Gibson script, which starts out with a commando team boarding the Sulaco and getting attacked by facehuggers while attempting to rescue Ripley and the survivors from Aliens. The film would then follow Hicks and a newly-reconstructed Bishop on the Anchorpoint space station as they attempt to stop a series of biological experiments that change anyone infected by it into an alien warrior. They escape with a group of survivors. In addition, this virus then somehow makes the jump to mechanical and computer systems and turns an entire space station into a Xenomorph. Ripley would be in a coma for most of the film (after having her cryosleep interrupted by the alien attack in the opening sequence; about the only thing this version has in common with the final film) and would be sent away on a lifeboat. Newt would go to live with her grandparents on Earth.
 * Eric Red's script would have started similarly, with a commando team boarding the Sulaco, but they would have found everyone (including Ripley) dead. The rest of the film would have taken place in what appeared a small town in the U.S., where an all-out battle would rage between the townsfolk and the xenomorphs. In a plot twist later in the film, it turned out that the "town" was actually part of a biodome in space, and the rest of the storyline was pretty much a rehash of the "Alien virus" idea in Gibson's script.
 * David Twohy's script featured a "prison planet" idea, but would have had the inmates being experimented on with biological agents (much like Gibson's script), and an inmate named Styles attempting to escape the planet. Twohy got to bring his prison planet to life years and years later in part of The Chronicles of Riddick.
 * Finally, Vincent Ward's spec script would have had Ripley crashland on a "wooden planet", populated by a group of monks who would see her as a temptress and the alien as an incarnation of the devil. She would find Newt's tattered clothing at one point in the film, and it would climax with the final surviving monk giving Ripley CPR in order to drive the chestburster out of her body and into his, sacrificing himself in the process. The whole thing was heavily inspired by the works of Hieronymus Bosch and, if the concept art seen in the special edition DVD is any indication, it would have been a perfect storm of Nightmare Fuel.
 * Early drafts of the Alien Resurrection script by Joss Whedon included an extended sequence where the survivors drive a jeep through the Auriga's garden complex while being attacked on all sides by xenomorphs, as well as a very different ending where Ripley and Call would battle the Newborn (a four-legged, eyeless derivative of the Alien Queen with pincers on the sides of its head) on a snowy mountain using a farm machine called the "Harvester", that was salvaged from the spaceship. Additionally, the original drafts included several more characters, and the characters who made it to the final were originally very different. Christie in the final film is a (watered-down) composite of the original Christie (tall calm black warrior guy) and a character called St. Just (hedonistic Asian fancy gunslinger). Hillard was older and tougher, and effectively became the leader of the crew of the Betty after Elgyn's death. There was also a rookie character on the Betty called Rane, and another USM soldier taken hostage with DiStephano. Vriess was more congenial, Call was less vulnerable, General Perez was much more badass and less of a ditz, and mostly significantly Ripley actually became more humanlike throughout the story to the point that she had no connection or sympathy toward the aliens by the end, unlike the finished film. Details can be found here
 * The planned Alien vs. Predator movie in the early 90's by writer Peter Briggs, which would have been much, much closer to the comic book. The script follows Machiko (the female warrior who hunts with the Predators) as she teams up with a group of humans at a futuristic outpost to stop a xenomorph. Briggs' script (written in 1991) made him a success story in the screenwriting world, but the story was jettisoned once 20th Century Fox head Joe Roth left the company in the 90's.
 * Capcom's arcade Beat'Em Up Alien Vs. Predator was believed to have been based on another film script in development. Considering that you take on an entire army of xenomorphs in the game, and one of the playable characters was a cyborg clone of Arnold Schwarzenegger's character from the original Predator, this would have been a very interesting movie indeed.
 * Aliens Vs. Predator: Requiem had several different scripts before the producers settled on one they wanted. Of note is an early treatment by Shane Salermo where the Predator ship crashes in Afghanistan, and a Special Forces team must stop the Predalien. Also of note is an early draft where the Predalien is killed off a few minutes into the film, Wolf would also be killed by two aliens. Another early concept for the film would have had the survivors taking on Aliens inside a Wal-Mart.
 * Ironically, in Alien Resurrection Wal-Mart has become a much more evil Mega Corp than Weyland-Yutani (which itself was bought by Wal-Mart).

Batman

 * Before Batman Forever, Warner Brothers tried to shoehorn Robin into the two preceding Tim Burton films:
 * The 1989 Batman would have featured Robin as a supporting character, as explained by storyboards seen on the official DVD set. As Batman is chasing the Joker and his thugs through a flea market at the end of the second act, the Joker's car crashes into a circus pole (where the Graysons are performing their trapeze act). All of the Graysons die, except for Dick, who ends up joining Batman in the chase screaming "You killed my parents!" The idea was disliked by the production team, and it was quickly removed from the screenplay.
 * Robin was again planned for Batman Returns, with MARLON WAYANS being cast and fitted for wardrobe (and even had a protoype action figure made in his likeness) but production issues led to the character being scrapped (again).
 * Other things Warner Bros. wanted in the Tim Burton Batman films: They wanted Tom Selleck to play Bruce Wayne, but Tim Burton insisted on casting Michael Keaton. Had the producers been unwilling to give in to Jack Nicholson's excessive contractural demands, Burton's second choice for the Joker was Tim Curry. Michelle Pfeiffer was the first choice to play Vicki Vale, but Keaton (who was dating Pfeiffer at the time) didn't think casting a real couple would work (and history has shown before and since then that this is true). From the second film, the character of Max Schreck was originally written as Harvey Dent (Billy Dee Williams reprising his role from the first film). The film would've ended on a cliffhanger, with the explosion that killed Schreck would've only scarred Dent, leading to Two-Face being the villain for the sequel. Dustin Hoffman had expressed interest in playing the Penguin; It was Jack Nicholson who suggested to Burton that he cast Danny DeVito, with whom Nicholson had recently worked on Hoffa.
 * Joel Schumacher's original version of Batman Forever was much more in-line with the dark tone of the first two (with plans of later treatments proving even darker!), but Executive Meddling at WB saw severe cuts to make it more kid- and family-friendly. Several cut scenes show that Two-Face was a much more violent character (during the opening sequence, the Arkham doctor finds the bodies of two guards, along with a message, "The Bat Must Die," scrawled in blood on the wall), longer fight sequences and a subplot where Bruce gains his memory back after entering a subsection of the Batcave and confronting a giant human-sized bat.
 * Christian Bale was among those who tried out for the part of Robin. Hilarious in Hindsight indeed...
 * Robin Williams was Tim Burton's first choice to play the Riddler. However, after Burton was removed from the director's chair, the executives passed on Williams in favor of Jim Carrey.
 * Had Arnold Schwarzenegger passed on playing Mister Freeze in Batman and Robin, Schumacher's second choice was Sylvester Stallone. His third choice? Hulk Hogan.
 * There were several aborted Batman film projects between Batman and Robin and Batman Begins, including:
 * DarKnight, a sequel to B&R that had Bruce in self-imposed seclusion while Dick attends Gotham University. The villains would have been Jonathan Crane (pre-Scarecrow) and Man-Bat with talk of Jeff Goldblum and Christopher Lloyd in the respective roles. Schumacher was attached to direct, but plans were eventually scrapped.
 * Batman Triumphant, which would have had the duo fighting against Scarecrow and Harley Quinn (who, in this script, was the Joker's daughter). Although Schumacher wanted to direct it, George Clooney's remarks about never playing the character again (along with the dismal box office) resulted in the project's eventual cancellation in 1998.
 * Darren Aronofsky's attempted reboot, Year One, would have been a much, much stranger take on the Bat-mythos than the eventual Batman Begins. In Aronofsky's script, the story revolves around Bruce Wayne writing letters to his dead father. Oh, and Wayne is a homeless psychopath whose only friends are a pair of mechanics named Big Al and Little Al. After he starts his crimefighting career by attempting to take on a corrupt police captain at a brothel (and gets royally schooled by the madam at the brothel, who will turn out to be Catwoman), he elects to start beating up low-level thugs (one scene has him cook up a homemade bomb after he's trapped in a men's washroom at a club by a group of thugs, and then systematically take out the now on-fire thugs one by one). He then creates his Batman disguise and enlists the help of Jim Gordon, who is one of the only two honest cops on the entire police force (and a cheating womanizer). The script's finale has Gordon and Batman taking on Commissioner Loeb, who is revealed to be the corrupt mastermind behind most of the city's underworld dealings. Loeb kidnaps Gordon's wife, Barbara, and Batman stops him. By throwing a knife into his eye. The script ends with Wayne and the two mechanics moving into Wayne Manor. As Batman-On-Film.com put it, "there was simply no way Warner Bros. was going to greenlight this script, as it would have been impossible to market it to the 'Average Joe' movie audience".
 * There were several plans to have a Batman-Superman crossover film, with either the both of them teaming up or going against each other. I Am Legend contains a Shout-Out to this, with a large film poster bearing a Batman-Superman logo displayed in Times Square.

Die Hard Series
Every installment of the Die Hard franchise, to date, began life as a completely different project and/or a standalone film that was reworked to fit the series.
 * The original film started life as Nothing Lasts Forever, a sequel to Commando, and Arnold Schwarzenegger was intended to appear as John Matrix once again. Director John McTiernan got a hold of the script and apparently thought it was a "nasty piece of work", and reworked it several times to remove overly violent elements, including the main character going around and shooting female hostages without much regret. By that time, Schwarzenegger dropped out, and the character was reworked into an "everyman" cop who's having a bad day.
 * Die Hard 2 was an adaptation of a novel by Walter Wager called 58 Minutes, which focused on an off-duty cop who has to stop a group of terrorists at an airport. The plot and characters were reworked to include the McClane character. while adding much more action sequences.
 * Die Hard With a Vengeance:
 * The story was adapted from a script called Simon Says, which was briefly intended to be the third film in the Lethal Weapon series. According to various accounts, the script included a character that would have been played by the late Brandon Lee, and the character of Zeus was intended to be a woman.
 * Two earlier (and rejected) scripts for Vengeance had McClane trying to stop terrorists who've seized control of a cruise ship (which was abandoned after Under Siege went into production) and one where terrorists try to take control of the Los Angeles subway system.
 * Laurence Fishburne was originally intended to play Zeus, but backed out. He had second thoughts and tried to get the part again, but Samuel L. Jackson was cast by that time.
 * The original ending of the film was a sequence where McClane tracks down Simon Gruber in Eastern Europe, and reveals to him that he was thrown off the NYPD because the police thought he was involved with the heist. McClane then challenges Simon to a game of Russian Roulette using a rocket launcher, which results in Simon eventually killing himself by pulling the trigger. The scene was supposed to show that McClane had gone over the edge and lost everything, but was never used in the film (it appears on most DVD copies as a deleted scene).
 * Live Free or Die Hard has the dubious honor of having the longest development time of the series. It took close to a decade to get the project off the ground:
 * The first proposed script was called "Tears of the Sun", which the director and Willis apparently hated. Willis repurposed the name "Tears of the Sun" for another project he would eventually star in.
 * In 2001, there were plans to make the project a sequel to Enemy of the State (written by the same screenwriter, and based on a non-fiction article called "A Farewell To Arms" from Wired Magazine) called WW3.com, before it was repurposed as a Die Hard film. The September 11th attacks stalled all development on that front, as Fox believed they couldn't go forward with a script about America being under attack.
 * An early script treatment revolved around McClane's son, Jack, who would have been the computer hacker John had to bring to the FBI. This was later reworked to include a new hacker character, with McClane's child being changed to his daughter, Lucy.
 * Jessica Simpson auditioned for the role of Lucy. Justin Timberlake expressed interest in the (scrapped) role of Jack. Think about that for a second.

Disney and Pixar
In general, as it takes a very, very long time to make an animated feature film, many of these films were significantly different during early stages of their productions. Others never even saw the light of day. Books have been published, long ones, filled with concept art from these earlier iterations and dropped projects. And occasionally, you may find early test footage on the DVDs.
 * Snow White and The Seven Dwarfs originally had more scenes with the Prince who would have been imprisoned by the Queen in a dungeon and then make a daring escape. The main reason for dropping it was that the animators were not yet experienced enough to handle the extra work of making a believable human character, what with Snow White and the Queen already taxing their skills. Some of these ideas were eventually used in Sleeping Beauty. Additionally, some of the scenes with the Dwarfs were also cut, mostly to tighten up the story. The best known of these was the "Music in Your Soup" song, which was eventually shown on the Disneyland program and in other specials in pencil test form. There's also a missing scene where the Dwarves build a bed for Snow White, which turned up in a childrens' book.
 * Snow White was also going to include all three of the Queen's assassination attempts (poison comb, bodice suffocation and the poison apple) but eventually streamlined it to just the apple instead. Up until very late in production, just the bodice was cut, with the comb remaining. Take a look at the title card in the beginning, there is a comb visible.
 * The hunter from Bambi was going to actually appear, but it led to a dilemma; kids wouldn't accept a character killing the protagonist's mother unless he was evil, but Disney didn't want to make it seem that they were demonizing hunters (as if the finished film hasn't turned who knows how many kids off that pastime) so the character was cut.
 * Judge Doom from Who Framed Roger Rabbit? was going to be revealed as the killer of Bambi's mom, but this would have messed up the "Toons are actually actors" angle of the film.
 * Another story goes that that the people who made Beauty and the Beast wanted to imply it was Gaston who killed Bambi's mom. Just goes to show you that nobody shoots like Gaston!!!
 * Fantasia was supposed to be a periodic, if not yearly, event, with brand-new music and sequences for every rerelease. Unfortunately, the onset of World War 2 nixed this. This may be the most haunting of all the Disney couldabeens, as it could have changed the history of Western Animation! Imagine if it had gone beyond classical music and into swing, big band, rock, pop music and so on? We sort of saw a glimpse of what might have been with the anthology features like Make Mine Music.
 * In light of Walt Disney's ambitious plans for the proposed Fantasia upgrades, consider that Roy Disney had to kick ass and take names to get Fantasia 2000 -- the only Fantasia upgrade that actually made it -- off the ground. To be fair, neither film did well enough at the box office to justify their massive expenses (the original didn't even break even until the 1960s), but Doing It for the Art has to count for something, right?
 * Fantasia 2006 was to focus on world music and segments were completed for it before the plug was pulled. They subsequently became standalone shorts: One by One and The Little Match Girl are included as bonus features on the special edition DVDs of The Lion King II and The Little Mermaid, respectively; Lorenzo screened before Raising Helen in theaters, and Destino has appeared at film festivals and, curiously, cruise ship art auctions. They all appeared at a 2008 Los Angeles screening hosted by Roy as well.
 * Heck, even the original Fantasia was going to include "Clair De Lune"; but it was cut. It was animated and you can see it here; the sequence was recycled for Make Mine Music by changing the music to "Blue Bayou" instead.
 * The trope image (also from a children's book) depicts an unproduced scene from Alice in Wonderland. Apparently, the Cheshire Cat's recitation of the opening lines of "Jabberwocky" was to give way to an actual encounter with the Jabberwock itself, voiced by either Stan Freberg or Thurl Ravenscroft. It was trashed for evidently being too scary. The Gryphon and the Mock Turtle were also apparently at some point planned to appear.
 * An earlier adaptation was planned for the thirties. The storyboards were done by David Hall and very grotesque and quite dark. It was also much closer to the book. The Alice in Wonderland ride at Disneyland contains a homage to this early treatment: a signpost topped by the head of the Mad Hatter.
 * Apparently, Disney even toyed with the idea of having a live-action Alice explore an animated Wonderland, as in his early "Alice Comedies".
 * Janet Waldo, best known as Judy Jetson, was considered at one point to voice Alice. She would later voice Alice in Hanna-Barbera's own version of Alice in Wonderland, televised in 1966 over ABC.
 * Disney had also been planning an adaptation of Peter Pan in the thirties. Unfortunately, the studio was hurting for money, and Peter and Alice were put on hiatus until after World War Two. If you can find the film The Reluctant Dragon, you can spot very early concept art for these and several other films.
 * The Rescuers went through a lot of iterations before hitting the screen. At first, the mice were to rescue a political prisoner, which, believe it of not, is in-line with the original books. Then they were to rescue a bear from the zoo, or a depressed poet. The bear idea was scrapped due to Author Existence Failure. Before it was completely retooled into the film we know today, Cruella DeVil was going to be the villain. Note how similar Madame Medusa is to Cruella at her -er- cruelest.
 * The original draft for The Jungle Book was a bit closer to the book, and really grim. The vulture trio originally had the company of a short-sighted rhino.
 * More interestingly, the vultures were direct caricatures of The Beatles. Where they now merely have Liverpool accents and a few of them have Moptop -er- feathercuts, they were once supposed to be voiced by the Fab Four. Their song "We're Your Friends" was to be a Beatles-style 60's rock song. The Fab Four's schedule didn't help this plan. But more interestingly, Walt Disney assumed the song would become hopelessly dated. So if you, as a kid, always wondered why a bunch of birds who sound like the Beatles suddenly break into a barbershop quartet song of all things, there's your answer. Walt thought barbershop would age better.
 * Another reason it was never meant to be was the fact John Lennon absolutely refused to work with the Disney corporation.
 * In Robin Hood, there was storyboard material that showed the Sheriff of Nottingham at the wedding in the ending, implying that he had reformed or was at least pardoned for his actions. This was cut and his fate had him working on the rock pile.
 * The original ending also had Prince John stab Robin Hood and chase him and Maid Marian into a church. Both are saved by a timely arrival from King Richard.
 * Friar Tuck was going to be a pig, but this was considered too offensive. Likewise, the Sheriff was going to be a naggy goat, but was changed to a more intimidating wolf.
 * Originally, Oliver and Company was going to be about Penny from The Rescuers after she had been happily adopted and going on another adventure. However; this was changed but you can still see some remnants, such as how the girl in the movie is named "Jenny".
 * And then there's Who Discovered Roger Rabbit. Thankfully, recent rumors suggest that this may no longer be Vaporware, but many fans refuse to believe it until they've actually seen the film.
 * More factoids about What Could Have Been in Who Framed Roger Rabbit?: as opposed to the gang of weasels (literally!) comprising the Toon Patrol, Judge Doom's accomplice would have been a Toon vulture named Voltaire (har, har). When Judge Doom attempts to Dip Roger at the bar, the patrons ask whether Roger deserves a proper trial. Judge agrees, then pulls out a suitcase from which jumps a group of kangaroos that hold out signs reading "G-U-I-L-T-Y!" (a Kangaroo Court, in other words). Lastly, the final battle would have taken place on a zeppelin, and would have included a scene wherein Eddie is handcuffed to an open porthole, with most of his body hanging out.
 * Also, the original plan was that Valiant would be played by Harrison Ford and Christopher Lee would be cast as Doom. These facts (and the ones above) are just a few mentions, you can read the non-cut version of the script here
 * It was said that Spielberg's dream casting for Judge Doom in Roger Rabbit was Jon Pertwee. Pertwee was known as a very enthusiastic supporter and fan of the art of animation (so much so that he and Spike Milligan would later have serious arguments over who was the bigger fan of Disney's Aladdin), but Steve Martin, a close friend of both, knew that it would put Pertwee in a moral dilemma: Accept a role of essentially a genocidal madman, a role out of variance with Pertwee's actual character, or refuse and turn down a dream of his, to act in a Disney film, particularly one melding live-action and animation. In the end, Spielberg dropped the idea and went on to cast Christopher Lloyd.
 * Also originally it was to have been a gopher Judge Doom dipped instead of a cartoon shoe.
 * A scene was scripted but never filmed or animated which would have taken place at Marvin Acme's funeral. Popeye and Bluto would have been among his pallbearers, and Casper the Friendly Ghost would have been a resident of the cemetery.
 * Then there's the plan of "Judge Doom killed Bambi's mother", which was scrapped because it would contrast with the 'toons are actors' premise.
 * The Little Mermaid: While it does not appear in the film itself, the fanon jury is still out on whether the detail about is What Could Have Been or canon. It was dropped from the animated movie but included in the Broadway musical and implied in the Disney Villains files. On the other hand, the TV Series (which was stated to be canon by the creators) never once mentioned Ursula's relationship with Triton, and Return to the Sea heavily implies that Ursula is not related to King Triton at all. Hans Christian Andersen never had this problem.
 * There was originally supposed to be a song "Gotta Get My Wish" that elaborated a bit more on Morgana's past, but it was deleted. The scene was restored in the special edition, however.
 * That's just small potatoes compared to the fact that Disney came very, very close to making a movie based on "The Little Mermaid" almost thirty years earlier! The project was eventually abandoned (they couldn't figure out how to deal with the Bittersweet Ending), but you can still see the surviving production art on the "Little Mermaid" DVD.
 * Ariel was originally supposed to be Blond-haired, but it was eventually changed to red after producer Katzenberg stated that coloring her hair would turn her into a "Splash" ripoff.
 * In a case of "what could have not-been", Ariel's song "Part of Your World" was originally going to be sent to the cutting room floor due to Katzenberg thinking that test audiences were bored with it, even citing as petty a reason as a kid dropping his popcorn and focusing more on cleaning it up. Alan Menken fought to keep it in and won.
 * "Silence is Golden", a song originally sung by Ursula, was not quite as lucky.
 * Most of the entire ending of the film was also intended to be much different. For one thing, Prince Eric willingly attempted to marry Vanessa (Like in the original story) and then began having second thoughts in the actual wedding instead of ending up Brainwashed in the final version. Also, the shark that attacked Ariel and Flounder earlier in the film was originally supposed to make a reappearance where he attempts to get his revenge on Ariel and Flounder for humiliating him earlier with the anchor, only to be blown to bits when Ariel manages to reach the ship due to the barrel that she was using being revealed to have been a gunpowder barrel. The actual humiliation of Vanessa was originally supposed to occur at the last possible second; Scuttle attempts to use his knowledge of a reflection exposing Vanessa's true identity to his advantage (specifically by hauling a mirror towards her), but she manages to wreck it. Her real identity was exposed anyway due to water reflecting her. Ariel also wasn't supposed to get her voice back until after Ursula was killed. The manner of Ursula's death was also different, with her being impaled with the Trident by Eric shortly before he lost consciousness (which is more-or-less what actually happened when the story was revisited in Kingdom Hearts II). Also, Ursula's berserk button pertained more to Eric hurling the harpoon towards her and actually hitting her. Although she still killed Flotsam and Jetsam by accident, she has absolutely no horror or remorse in doing so. Chef Louis and Sebastian apparently also become friends during the wedding instead of keeping their rivalry in the final version, and overall the ending was a LOT more bittersweet than in the final version.
 * During the production of Ariel's Beginning, there was leaked storyboard material where Ariel and Sebastian were discussing/debating about Eric's recent behavior, and Eric walks in and says "is someone feeling really crabby?", and then Ariel glares at him. This was either cut or intended for another film.
 * The 2001 DVD of Beauty and the Beast includes an early presentation reel of concept art that confirms the original storyline was going to stick closer to the fairy tale, with characters like Belle's two sisters still in it, and would have been a straight drama. It ran into the same problems the initial effort to adapt the story in Walt's day did -- the second act (Belle in the castle) was dramatically inert. Making it a musical and adding characters like the Enchanted Objects did a lot to rectify this. In addition, the song "Be Our Guest" was originally supposed to feature Belle's father as the guest, but it was seen as too good to use so early and in honor of a supporting character. There exists some unfinished animation of Belle's father from this original treatment.
 * A music box was originally a prominent supporting character -- it could soothe the Beast with its music (heh) and was the item that stowed away with Belle when she was freed. But when the filmmakers were impressed by the voice of the child hired for the then-one line role of Chip, they promptly began expanding his role, and the music box became superfluous. (You can see it among the Objects when the mob bursts into the castle, however.) The 2010 DVD release includes a storyboard reel revealing a whole set of library-specific Objects: Oxford the book stand, Cambridge the globe, a bust who spoke in famous quotations and was attracted to Belle (!?), and a pair of binoculars who talked up Little-Known Facts about space. Oxford eventually made an appearance in Belle's Magical World.
 * Early character designs and the 1989 story reel on the 2010 DVD release reveals Gaston was originally conceived as a foppish, foolish aristocrat, before animators decided an aggressively macho hunter would make a more effective antagonist. The story reel also reveals that at that point Maurice was a ruined businessman as in the original fairy tale, his Wicked Stepmother-esque sister was the primary antagonist intent on marrying off Belle to Gaston, Belle had two sidekicks in a little sister and a pet cat, Maurice's horse (then named Orson) had more screentime via arriving at the castle with him, and the Enchanted Objects did not speak.
 * The manner of Gaston's death also underwent several revisions: In one of the earliest drafts, Gaston was to have survived his fall, with a broken leg, and encounter the wolves from before, where it was implied that they finished him off. Another revision is a bit closer to the final film, although instead Gaston laughs all the way down similar to the Joker in The Dark Knight, implying that his method of backstabbing the beast was closer to Taking You with Me. The aforementioned wolf death was eventually reused with Scar's death.
 * Before all this, Don Bluth planned a "Beauty and the Beast" adaptation in 1984. His version would have involved (among other... embellishments) a clairvoyant dog, a detective bird, and a lizard escape artist. (See the "Other Western Animation" section for more Don Bluth couldabeens.)
 * The midquel, The Enchanted Christmas was originally meant to be a flat-up sequel, with Gaston's brother Avenant (a Shout-Out to the 1946 film of the fairy tale) as the antagonist intent on avenging Gaston's death and ruining the lovers' lives. It was changed to a midquel and Avenant's role was given to the pipe organ when the filmmakers thought the audience would be more interested in the Beast than the Prince.
 * The DVD for The Nightmare Before Christmas included a very strange storyboarded scene in which the identity of Oogie Boogie was revealed to be Dr. Finklestein. His Igor would then appear from underneath the giant roulette wheel and they would both make their escape while everyone (including the audience) looked on dumbfounded.
 * Also This early script shows that we were going to see some of the other holidays at the beginning sequence, and "This Is Halloween" is considerably different from the final product (for example, Jack was going to come in on a Cool Undead Horse).
 * The DVD of Aladdin mentions various previous ideas, including Aladdin's mother and gang of friends being prominent characters, Iago being a calm British-like sidekick to a wacky Jafar, and the protagonist's design inspiration being changed from Michael J. Fox to Top Gun-era Tom Cruise. Additionally, most of the dropped characters were each going to have their own musical number, including a Tear Jerker for Aladdin's mom, and Jafar's Villain Song went through about five different iterations before finally arriving onscreen as a Dark Reprise of "Prince Ali".
 * Originally, Aladdin was supposed to use his second wish in order to get through a Death Course designed to test Jasmine's suitors. The production team eagerly approached the idea of scripting and animating a fabulously elaborate action sequence but couldn't get the idea to work in practice, and ended up going for the much simpler solution of Aladdin being jumped by Mooks and then having to use the second wish to save his life. However, a concept similar to the deleted second wish was later used in the Broadway adaptation of The Little Mermaid.
 * Also, Aladdin was originally fully aware that Jasmine was the princess when he first met her. It was changed because the production team believed that it implied Aladdin fell in love with her because of her money and power, not because he genuinely cared about her.
 * Jasmine was also going to be a spoiled brat who wanted to marry the richest of all the princes--only becoming a sweet girl who learns humility after falling in love with Aladdin. An "I Am" Song was even written for the spoiled version of Jasmine, titled "Call Me a Princess". But the team didn't think audiences would like her very much, so they changed it. Also, when Jafar wished to rule Agrabah, the original idea was for some timey-stuff to happen, so everything was as if he'd always been the sultan, everyone's memories had been altered, and Aladdin, Abu, and the Carpet were only unchanged because Carpet wrapped around them and protected them from the magic wave. That was deemed way too confusing, and was scrapped as well (although the Animated Series did delve into a similar concept in one episode involving Jasmine and Sadira). And in the earliest scripts, there were two genies, one occupying the lamp, and one a ring, and Genie himself could grant an infinite number of wishes.
 * Jasmine was originally supposed to be a little bit more active. At one point, she was supposed to confront the Sultan and angrily declare "We have to talk.", but the animators nixed it because that would mean designing an entirely new room for that talk and were forced to fall back on showing Jasmine crying instead (which made them cringe). As well, when Jasmine was trapped in the hourglass, she was supposed to use the jewel in her headpiece to cut herself free, but this was changed to a last-minute rescue by Aladdin.
 * The third movie, Aladdin and the King of Thieves, was originally going to be somewhat closer to the series and possibly involve Mozenrath, but they 1. couldn't get his voice actor and 2. decided to retool the plot so it didn't have anything to do with the series. However, some characters from the series do show up at Aladdin and Jasmine's wedding, including Sadira (which is hilarious if you've seen the series and know what Sadira did there) and King Mahmood and his Wazir.
 * Sometime in the late 80's, Disney offered Bill Plympton a contract, but he turned them down. Later he learned that they wanted him to animate the Genie. THAT would have been something to see.
 * In The Lion King, Tommy Chong was originally going to be the voice for Shenzi, turning the hyenas into a three man band. However he and Cheech Marin had had a falling out. It really does make one wonder how the hyenas would have acted in an all man band.
 * Originally, the movie was actually going to end with
 * The sequel was originally going end on a similar note, where
 * Some of the animation of the original death scene was still used, if you watch as Zira falls, you can see the maniac grin on her face.
 * There were multiple characters who were scrapped for the final version of the first film - a little brother for Nala, Sarabi's sister, a second meerkat, Nala's father, and a bat-eared fox for example. Nala's brother, Mheetu, in particular was to have an important role. He was created as a character for Nala to protect from the hyenas and Scar. Mheetu was the one who was lured into the gorge. Simba tried to save him but failed so Mufasa saved them, and the rest plays out like the final film.
 * Timon and Pumbaa were originally supposed to be friends of Simba from the very start. He grew up around them and played with them.
 * Nala's name was originally "Nadra".
 * The re-release DVD as well as Youtube have a couple of scrapped songs, including an upbeat number Mufasa was to sing early in the film and a remix of 'Be Prepared' to be sung after Scar tells the pride of Mufasa's death. 'Morning Report', the best known of the deleted songs, did make it into the Broadway play and the re-release of the film.
 * If you want to hear a bit of an earlier version of 'Can You Feel The Love Tonight', find the "work in progress" trailer for the film. It was included in the beginning of the early '90s release of The Fox and The Hound.
 * Originally, the animals in Pocahontas were going to talk, with John Candy slated to voice a turkey named Redfeather. The character was scrapped after Candy's death and it was later decided that the animals shouldn't talk in order to make the film more "serious" -- it was originally a light adventure fantasy with a preteen heroine and teen John Smith, but execs wanted more serious Oscar Bait after Beauty and the Beast was nominated for best picture -- a first for an animated feature. Also, the character of Wiggins was originally conceived to be much more snobby, but then he ended up looking perky in a piece of concept art and the rest is history.
 * As seen in the behind-the-scenes section of the July 1995 issue of Disney Adventures magazine promoting this movie, there's a title card from pre-production featuring the eponymous heroine who has a different design and looks much like the Tiger Lily from this Peter Pan. In fact, it could very well be her but going by a different name to take on the Pocahontas role. Her eyes are closed, head tilted back, arms crossed and she's surrounded by a few forest animals. This gives the impression that using an established, past Disney character for the lead in this may have been considered early on at one point had the results turned out differently.
 * Oh-ho-ho, The Emperors New Groove. It originally came into this world as Kingdom of/in the Sun (sources disagree about the title), a musical animation with a serious tone similar to The Prince of Egypt. The two directors had different ideas; one preferred comedy, the other drama. After one left, it eventually became a screwball comedy with little music. Sting was none too pleased about this last change...
 * Which leads us to his muckraking documentary The Sweatbox, which chronicles the whole spectacular debacle of the film's complete thematic transformation. It's mentioned here because Disney owns the rights to the documentary, meaning we may never see the included original "Kingdom" artwork and music. A very small clip of the doc can be viewed here.
 * They did keep a song from the original film on the soundtrack, namely, Eartha Kitt's delightfully dark Villain Song "Snuff Out the Light". Listen to it here.
 * Kingdom of/in the Sun would have involved Kuzco and Pacha switching places in a Prince and Pauper scheme, Kuzco falling in love with a llama-herding girl, Yzma being a menacing Vain Sorceress with a kickass Villain Song (linked above), and Pacha killing Yzma by lassoing the sun (?!) and striking her with it. Disney, is there any chance we could get a special edition or something?
 * Recently, sketches and other conceptual artwork from the early days of Kingdom/Emporer (and American Dog/Bolt, see below) have been posted at this Paul Felix fansite. They give a better idea of what could have been.
 * There are many Lilo and Stitch fans who would give anything within reason to have had American Dog instead of Bolt. American Dog would have followed Henry, a famous TV canine who stars in James Bond-like adventures, and finds himself stranded in the Nevada desert with a one-eyed, eyepatch-wearing cat and an oversized, radioactive rabbit, who he cons into driving him back to Hollywood. Director Chris Sanders would have also had Henry suffering from delusions over the course of the film. The trio would search for a new home, all the while still believing that they're on television. When John Lasseter came on board as the head of Pixar, Sanders created two early cuts of the film, but Lasseter (according to rumors) said that the film was "too quirky for its own good", and ended up firing Sanders after he couldn't rework the film (it was also rumored that Lasseter fired Sanders because he was responsible for the weak box-office performance of Lilo and Stitch). In fact, Disney took great measures to white-wash any memory of the original project once Sanders left; there's a very brief mention at the start of The Art of Bolt book and no mention anywhere on the DVD extras. The only remnant of the original script lies in the sequence where Bolt, Mittens and Rhino stop in an abandoned junkyard in Nevada, and debate whether they should finally settle down or not.
 * Some believe that American Dog was axed because it was a victim of True Art Is Incomprehensible, due to Chris Sanders suffering from Small Name, Big Ego; this assertion is supported by the few who have seen the early cuts of American Dog.
 * There are also many proposed Disney films that never ever saw the light of day past pre-production. A few are mentioned in the books, Disney Lost and Found and The Disney That Never Was, and you can find others mentioned on old, never-updated fan sites like this one.
 * Wild Life (not to be confused with The Wild), about an elephant who becomes the darling of a city's human nightclub scene, sounds like it could have been fascinating. "Predating Chicken Little by a number of years, Wild Life was intended to be the studio's first foray into a wholly CG animated feature. Solomon notes, 'Wild Life began as a Pygmalion story designed to show children the shallowness of the world of glitz and fashion. But over a period of months, it turned into a more cynical story set in the club scene of Big City, a fictionalized 1970s New York, the era when David Bowie and The Velvet Underground hung out with jet-setters in urban clubs.' Designs by artists such as Hans Bacher, Floyd Norman and Greg Killman reveal a concept that was indeed a very dramatic departure for Disney. Alternately stunning and outrageous (and sometimes both), the designs for Wild Life clearly extended beyond what was considered appropriate for a Disney feature and it is not difficult to understand why it was ultimately shelved. As Solomon notes, '...insurmountable problems arose, especially between the decadent milieu of the later versions and the requirements of the traditional Disney audience.'" (Translation: The setting and tone wasn't family-friendly.)
 * Speaking of animated Disney films that have yet to see the light of day, another lost movie that haunts many a Disney fan is what can only be called the Insane Crossover Victory Lap. This would have been a piece of animation, made to commemorate a very major Disney milestone, that would have included every animated Disney character to date onscreen together. Originally proposed as a brief gag in a Roger Rabbit short (Roger would have been startled by the sight of every Disney character riding past in a train), the idea later developed into a feature film called The Search for Mickey Mouse, where a team of Disney characters led by Basil of Baker Street do exactly that. That movie has yet to see the light of day, but the Disney characters have mixed it up in several extant productions, most notably the cartoon compilation series House of Mouse (which came very close to having every character). And the idea of searching for a missing Mickey Mouse has cropped up in everything from Kingdom Hearts, of course, to this very, VERY odd commemorative television special, which was made around the same time the "Search For Mickey" theatrical film entered development limbo. Perhaps the recently-pitched Magic Kingdom movie will finally get the original idea off the ground?
 * Disney almost got to make an animated adaption of Where the Wild Things Are, which would have had hand-drawn characters on CGI backgrounds. A Youtube video of test footage from the film proved it probably would have been closer in style to the look and perhaps to the tone of Maurice Sendak's book than the Spike Jonze version.
 * A relatively well-known abandoned Disney movie was Gremlins. Not to be confused with the Joe Dante cult classic, this would have been based upon a story written by none other than Roald Dahl, and the Gremlins in question would have been considerably closer to the folklore at the time. This story was eventually published as a picture book by Dark Horse comics.
 * The Toy Story series:
 * The original film started out as a half-hour Christmas special based on the Tin Toy short. Furthermore, Buzz and Woody's roles were originally filled by Tinny from Tin Toy and a ventriloquist dummy. These characters were deemed "too creepy."
 * One of the scripts considered for Tinny's adventure has been posted here.
 * Katzenberg and Michael Eisner originally pushed for a more adult, cynical feel, resulting in Woody and the rest of the toys being much bigger jerkasses. For example, Woody deliberately pushes Buzz out the window, instead of accidentally in the final product. The toys respond by throwing Woody out of the window (luckily, this was scrapped once a rough cut was shown, which was so awful that execs shut down production and demanded a story overhaul).
 * Not really, Disney wanted to shut it down entirely. Pixar not wanting to see what could be the film that makes or breaks the Company die, overhauled the script and presented it to them before being completely shutdown. The rest is history and the shutdown was averted.
 * Buzz's original name was Lunar Larry with a red suit, while Woody resembled a ventriloquist dummy.
 * Woody's love interest was meant to be a Sarah Connor-like Barbie in a Pimped-Out Dress and pink convertible who rescued Woody and Buzz from Sid's (She would have shown up at the front door saying "Come with me if you want to live", and Woody would have responded by wishing he was anatomically correct.) Due to rights issues, Barbie wouldn't get represented until the sequel.
 * Toy Story 3 (as envisioned by Eisner's ill-fated animation studio, Circle 7, in 2004) originally featured Buzz Lightyear being sent back to Taiwan for maintenance. Woody and the gang, upon learning that this is actually part of a worldwide recall, travel to Taiwan to save Buzz from being destroyed. This version was to be produced when Disney and Pixar nearly split from each other. Disney's purchase of Pixar in 2006 changed all of this and gave us the film we have today.
 * Here are the thoughts of the original scriptwriters, as well as some concept art, and here is more info from Lee Unkrich.
 * Then there's this 2004 draft, which featured the toys being sent to Andy's grandma's house and meeting a group of strange new toys (including a garden gnome and a pair of sock puppets). While some of the story beats are similar to the final product, the 2004 script displays NONE of the scope or emotion of the finished film.
 * In early treatments of the final script, Lotso was almost a Care Bear, the toys revisited Al's Toy Barn (which was now under new management and called Hal's), and there was an entirely different opening that would have revealed Molly had inherited Andy's toys.
 * A Bugs Life was originally simply called "Bugs", and the original plot featured some major differences to the final version. Flik would have been a red ant named Red, who was also the ringleader of the flea circus. It would have been his idea to pretend to be warriors. There also would have been Ladybug acrobats instead of pillbugs, and the team of insects would have used their circus show (instead of a bird in the final version) to defeat the Grasshoppers. There were also early rumors that it would be a musical (this was back when Disney felt Toy Story was a huge risk just because it didn't include characters singing.)
 * Monsters, Inc. was going to be about just Sully, whose character design was a bit different (he had octopus legs for one thing). The plot would have him having to hide a child that was older than Boo in the film. The child's costume was composed of a bathroom rug and a pair of fake eyestalks on her head, and Randall had a different name. Look for it on the DVD.
 * This could be hinted by the fact that, on the "top scarer" list for their floor, it's assumed that all the scarer's last names are on the list, except Randall Boggs appears as "Randall" (which could just as easily have been a last name).
 * There was also going to be a sequel about Sully meeting up with Boo when she was a teenager, but fortunately this idea was scrapped because the director/whoever was in charge decided that the ending to the first movie was so Crowning Moment of Heartwarming that they didn't want to ruin it. It would have had Mike and Sully entering the human world to give a birthday present to Boo, only to find out she had moved. They then get trapped in the human world, with Sully wanting to find Boo and Mike wanting to find a way home. These plans were scrapped when Pixar reacquired the rights and the second movie is now confirmed to be a prequel.
 * Then there's the original pitch, which was a 30-year-old man being haunted by monsters that represent different fears from his childhood. The concern was that kids couldn't relate to a 30-year-old protagonist and that the ending was too bittersweet, which is rather hilarious given Pixar's latest |movies
 * And yet another version where scaring was used for entertainment not energy, the scare floor was like a film set, and the main character was a skinny monster named Hob who forms a friendship with a boy named Raymond.
 * The DVD extras on The Incredibles showed that some of the earlier drafts were very different:
 * Originally, the Big Bad was a more traditional Diabolical Mastermind named Xerek. The anti-super litigation would have figured into his evil scheme. Syndrome still appears in this version of the script -- he's an old enemy of Bob and Helen's who attacks them in their home at the beginning of the film, then dies. With his one scene, he made a bigger impression on the first readers than Xerek did, thus he was promoted to Big Bad in later scripts.
 * Although the main idea of the scene, with Syndrome breaking into the Parrs' house, was moved to the end, and a bit of dialog ("You married Elastigirl?") moved elsewhere.
 * And Xerek himself is due to appear in the comic book continuation of the movie, and he's already been revealed in dialogue as Helen's ex-boyfriend.
 * Also, to elaborate a bit on the original opening: The Parrs originally had the last name Smith. They were welcomed by their new neighbors. Bob Parr/Bob Smith was to work on the barbecue, and Helen Parr/Helen Smith was to get into a fight with a woman who was evidentially a Hillary Clinton expy regarding children (apparently said Hillary Clinton expy was a child hater, something Helen Parr/Helen Smith evidentially took offense at) where she almost admitted that she was a former superhero. Bob Parr/Bob Smith then accidentially "cuts" his hand with the steak cleaver, and because the steak cleaver evidentially was damaged from cutting his hand due to his nigh-invulnerability (which technically was also a weakness, as they were supposed to be in hiding from their enemies and thus risk blowing their cover identity), he had to fake being seriously injured and taken to the hospital by screaming, then using ketchup as fake blood, and then hastily hiding the incriminating cleaver in the grass. The Parrs/Smiths express relief at the close call. After they left, one of their new neighbors (the sunglasses wearing one), discovers the incriminating cleaver, and calls someone reporting that he found Bob Parr/Bob Smith. It then cuts to nighttime, Bob Parr/Bob Smith hears clanging and deduces there was a burglary attempt. He encounters the burglar and attempts to get him to leave and retrieve the valuables inside the bag, only to then be frozen in place by a device, resulting in the "burglar" revealing his true idenity as Syndrome, and declaring that he is now going to exact his revenge on Bob Parr/Bob Smith before smashing him in various places. Helen Parr/Helen Smith hears the commotion and comes to check up on them, only to be frozen as well. Syndrome then recognizes Helen Parr/Helen Smith as being Elasti-Girl, and reacts with shock that he married her. He then hears a baby (Violet Parr/Violet Smith) crying and deduces that they had also had a child, and also implies that they committed an illegal action by mating. He then enters Violets Room and then notices she isn't there (she's invisible), and then is spat upon (foreshadowed earlier during Helen and the Hillary Clinton Expy's conversation when Helen notes that Violet suffered from a spitting problem. Bob Parr/Bob Smith then uses the time to break free and uses the mirror in her room to reflect Syndrome's beam back at him. He and his family then evacuate when it became apparent that the earlier fight between them also burst a gas main resulting in the house exploding, while they hide in the tree nearby as emergency vehicles are heard in the distance.
 * Snug, the man who provided Elastigirl with the airplane she took to Syndrome's island, was originally scripted to fly the plane with her. He would have died when the missiles hit, proving that Syndrome was Not So Harmless. However, this required a few extra scenes of dialogue, so his eventual death would mean something to the audience. There wasn't time for these extra scenes, so aside from a line of dialogue or two, Snug was cut. (Director Brad Bird's reluctance to remove the character resulted in one bit that made it into the final version: the lingering shot of Elastigirl watching as the cockpit sinks into the ocean. She was originally going to be looking at Snug's hat during this shot. The shot remains as storyboarded, minus the hat.)
 * In the commentary, Brad Bird talks about how in his very first proto-ideas for the film, Mr. Incredible was the only superhero in the world who couldn't fly. This resulted in concept art of various heroes flying to the climactic battle, with Bob driving under them in a station wagon.
 * A deleted scene on the DVD has Helen Parr have a very strange dream in which Bob is clearly flirting and philandering with many young, beautiful women while she is trapped in a washing machine (this would obviously have happened after she began to suspect him of infidelity). Another scene has her confronting Bob over the strand of Mirage's hair that she finds on his suit - he dismisses her accusations by telling her that he decided to get his costume dry-cleaned and the hair was from the white-haired old lady who ran the place. This version would have outright had Helen asking if he was having an affair; in the final cut infidelity is kept as subtext.
 * In WALL-E, EVE originally first didn't find out the plant survived the exploding escape pod until after going back inside (she was originally just really happy that WALL-E survived, but they changed it to show she was still more concerned about her job than him) and the scene in the airlock dump was originally suppose to have WALL-E and EVE's roles reversed (with ), and . The original version of these scenes (as well as an explanation as to why) were included as an extra on the DVD and Blu-Ray releases.
 * According to the DVD features, the humans were originally going to be gel-like life forms with an incomprehensible language of random syllables who would vary between being careless and outright cruel to the robots. Also, Auto went fairly far into production as a design similar to a blocky, masculine version of Eve instead of his wheel-like design.
 * Speaking of Pixar coulda-beens, The Brave Little Toaster was originally in production at Disney, with John Lasseter set to direct. Lasseter had planned to use CGI for the characters, which would have been a first for an animated film at the time. Executives halted production, not because it would have been too expensive, but because it wouldn't have been inexpensive enough. (They were only interested in CG for cost-cutting, not artistic expression, as Lasseter had envisioned.) Lasseter was fired by Disney ten minutes later, and he was eventually hired by Pixar; Toaster was made independently later. Both eventually returned to Disney, but one wonders how animation history would be like had the film been made as originally envisioned and Lasseter had never gone to Pixar been fired.
 * Newt, Gary Rydstrom's directorial debut, was about two newts (Newt, the spoiled, pampered male and Brooke the streetwise female) who are the last of their species, and are put together in a community college biology lab in order to Mate or Die. Many have speculated it was canceled due to Crest Animation's Alpha and Omega and Blue Sky's Rio being released earlier, which have very similar plots but
 * In Up, Muntz was originally going to be dealt with in a very Nightmare Fuel sequence of being tricked into entering Kevin's labyrinth and left to wander around lost until he starves. Pete Docter vetoed it as it made the ending more about Muntz than Carl and Ellie.
 * In a Disney Channel example, there was originally to be a duet in the first High School Musical movie that was basically a song fight between Ms. Drabus and Coach Bolton. did I mention Ms. Darbus was played by Alyson Reed, a former Broadway actress, who didn't get to sing a note in any of the three movies?
 * After completing The Little Mermaid, John Musker and Ron Clements were offered three projects. They chose Aladdin, and while one of the others, King of the Jungle, became The Lion King, the third, a Swan Lake adaptation, was never produced.
 * The Disney Princess franchise was originally going to have more characters than the ten official ones like in the final version. However, they discovered that 1985's The Black Cauldron was a huge failure at the box office, and as a result some females that were neither princesses by birth nor marriage were included, and others that actually were weren't. The most recent exclusion to the lineup would be Giselle from Enchanted, as they would have to pay Amy Adams for her character to be included.
 * Also, they used a certain criteria to define the word "princess" much like the one used to define what a planet is our own Solar System in 2006. Which means, that Eilonwy would basically be Disney's equivalent of Eris, since she's the real reason why that definition was set up (the real Eris ironically wasn't discovered until 2005, 20 years after The Black Cauldron was released, and four years after the Princess franchise was established!).
 * Fortunately, there's actually no such thing as an "unofficial Disney villain", which means that the villain franchise actually contains the most characters of any Disney franchise! Basically, if you act in any way morally ambiguous, you can be a Disney Villain. This results in such things as everyone from Chernabog to the Cheshire Cat to Jack Skellington showing up in a Villain-centric shop in one of the Disney Theme Parks.
 * Tangled was originally a Fractured Fairy Tale in which a witch turns Rapunzel and her prince into a squirrel and dog respectively. As a side effect of the spell, a girl named Claire and a pizza delivery boy are transported into the fairy tale world as replacements for Rapunzel and the Prince. This video shows the original opening, as well as a chase sequence with the delivery boy driving a chariot drawn by winged horses. Thankfully, Disney decided to go with a more traditional adaptation of the story.
 * The Princess and the Frog originally had Tiana be named Maddie and, in a Cinderella-like plot, be the chamber maid to a spoiled, rich girl. This was changed when a number of people complained that Maddie sounded too much like "Mammie" and was thus racist. The girl who "Maddie" worked for became the Spoiled Sweet Charlotte, and Tiana became a hard-working waitress. Naveen was originally named Prince Harry and possibly was originally English.
 * The ending scene of Lilo and Stitch was originally going to be much different: Just right after Gantu kidnaps Lilo, Nani, Jumba, Pleakley, and Stitch were all going to steal a passenger jet at an airport, and using it to chase Gantu's ship into the city of Honolulu, demolishing many skyscrapers in the process. Unfortunately, because of the 9/11 terrorist attacks, the entire scene had to be completely reanimated, with the passenger jet being replaced by a large spaceship, and the skyscrapers being replaced by mountains. The rest of the ending was going to merge with the final version shortly afterwards (with Stitch climbing onto Gantu's ship to smash open the glass cage Lilo is trapped in, only to have Gantu shake him off, sending Stitch falling to the ground, where he then steals a fuel truck and drives it into a volcano, causing it to explode and sending Stitch flying back into the air, where he finally succeeds in defeating Gantu and freeing Lilo), except that they still use an airplane instead of a spaceship.
 * An earlier scene showing Stitch fighting Jumba and subsequently setting Lilo's house on fire was originally going to be much more violent. Jumba was originally going to make the roof collapse using his own blaster instead of dishes, a different song other than "{You Ain't Nothin' But A) Hound Dog" was going to play in the background, there was no exploding Scrump strapped to a roller skate, Jumba's shuriken was going to be made of knives instead of toothpaste, Stitch wasn't going to say "Blue punch buggy!" when he hits Jumba with a VW Beetle, the scene where Stitch activates a chainsaw was going to be much longer, and the house was going to catch fire by having Jumba accidentally shoot a leaking gas pipe broken by Stitch rather than playing Hot Potato with an overloading blaster with a carrot lodged in its barrel. Again, that scene had to be reanimated because of this.
 * Originally, Cars was going to be about an electric car living in a gas-guzzling world instead of an arrogant racecar learning very important lessons in life.
 * Also, the sequel was going to have five races making up the World Grand Prix instead of three like in the final film, with the fourth and fifth races taking place in Paris and Germany, as well as having the race in Tokyo taking place during the day rather than at night. Those races were both cut because they were largely irrelevant to the plot; the final version of Paris only appeared in the scene where Mater, Finn McMissile, and Holly Shiftwell go there to meet Tomber (a three-wheeled car who knows all about the Lemons, the film's villains), while Germany is only mentioned during the end credits. However, they were both used in the film's tie-in video game. And the villain was originally going to be a different car whose name still starts with a Z.
 * Originally, Chief from The Fox and the Hound (film) was actually going to die after being hit by the train about halfway through the film, making Copper's revenge against Tod more extreme, but Disney decided to let Chief live because they thought that the original script was too dark.
 * During production of Enchanted, Disney apparently took years to decide upon the circumstances in which a young woman from an animated fantasy realm would enter the live-action world of reality. According to this article, one early draft saw her end up in Chicago instead of Manhattan, and subsequently get mistaken for a stripper. Another featured a spoiled future princess have to learn how to survive by herself in New York City. Yet another had the heroine willingly go to New York in hopes of escaping a potential loveless marriage with a prince.
 * Even after Disney decided upon the circumstances that landed Giselle in live-action New York City in the final film, the script underwent at least one additional change: the deletion of the title song, which would have been sung by Nancy and Edward. Nancy's actress, Idina Menzel, explained in an interview that the writers found it out of character for her to sing.
 * Mulan was originally going to be a short movie called "China Doll" which would have been the story of an oppressed girl in China that is whisked away at the end of the story by a British prince to the happiness of the west. Then Robert D. San Souci, Disney consultant and children's book author, suggested making a movie about the Chinese poem "The Song of Fa Mulan", and Disney decided to combine both projects.
 * Mulan was originally going to be engaged to a man of high status, which would be one of the reasons why she left for the war. This motive was later rejected, so the engagement was replaced with the matchmaker scene.

Godzilla Series

 * The American remake of Godzilla was originally going to have Godzilla fight against a giant monster named the Gryphon and have special effects done by none other than Stan Winston Studios. Sadly, what we got instead was a movie starring Ferris Buellers Day Off and a giant CGI pregnant lizard.
 * Well, the American remake was going to be much closer in feel to the Toho versions, but it clashed too harshly with the director's imagining of the lizard in a more realistic light (for instance, Godzilla looked and moved more like his Toho counterpart, but he looked too much like a Man in A Rubber Suit and broke the suspension of disbelief the director was going for).
 * Speaking of Godzilla, there was also going to be a movie in which Godzilla fights Batman.
 * Godzilla vs Satan.
 * Yeah, it turns out that project was never actually considered.
 * Gunhed was originally written as a Godzilla movie!
 * Originally, Shusuke Kaneko, the director of 'Godzilla, Mothra and King Ghidorah: Giant Monsters All-Out Attack wanted to use Varan and Anguirus for the movie. However, the executives at Toho made him use Mothra and Ghidorah instead since they were more popular monsters than Varan and Anguirus.
 * One idea for a Godzilla film in the 1990s was to have Godzilla fight a ghost version of the 1954 Godzilla. However, since Godzilla already fought against two Godzilla-like monsters (Mechagodzilla and Spacegodzilla) Toho decided to use the Oxygen Destroyer concept instead to bring the franchise full circle, and thus Godzilla vs. Destoroyah was created.
 * Other scrapped Godzilla-related projects include: Frankenstein vs Godzilla, an early version of The Return of Godzilla wherin Godzilla faces a monster that's actually THREE monsters, a movie where Mechani-Kong injects a team of scientists into Godzilla's body... you get the idea. Frankenstein vs. Godzilla eventually split into two separate projects: Frankenstein Conquers the World and, once Toho bought the license, King Kong vs Godzilla.
 * An early draft of what would become Godzilla vs. Mothra, Godzilla vs. Gigamoth, sound INSANELY interesting.
 * Other planned movies include a sequel to King Kong vs. Godzilla, two scripts that were heavily rewritten into Godzilla vs. Gigan, a movie in which Godzilla fights a mutated astronaut, early drafts for Mothra vs. Godzilla, Terror of Mechagodzilla, Destroy All Monsters, and Godzilla vs. Mechagodzilla 2, and friggin' Batman vs. Godzilla. Yes, that was considered at one point.
 * Biollante's rose form in Godzilla vs. Biollante was at one point replaced by a fish-rat creature named Deutalios.
 * Godzilla vs. Redmoon would have been a Tsubaraya Productions creation, in which Godzilla fights a family of monsters. It was scrapped for unknown reasons.

Harry Potter Series

 * Warner Bros. outright refused Terry Gilliam for the first Harry Potter film (in person, even); he was bitter about being rejected. But he's since got over it.
 * Steven Spielberg was attached to direct really early on. He wanted to make the film as an All CGI Cartoon with Haley Joel Osment providing Harry's voice. Of course, Haley Joel Osment violated Rowling's stipulation that the cast be kept British and she also didn't like the idea of it being animated. Eventually, Spielberg left on his own, feeling that it would be like "shooting ducks in a barrel. It's just a slam-dunk. It's just like withdrawing a billion dollars and putting it into your personal bank accounts. There's no challenge."
 * As for Chris Columbus' Harry Potter, the original costume test had him dressed as he was on Mary GrandPre's cover illustration for the first book, with a striped rugby shirt, jeans and sneakers under his robe. This looked "like a kid in a Halloween costume", hence the standard-issue modern British Muggle school uniforms under the robes at Hogwarts.
 * An obscure, rare set photo from Chamber of Secrets shows Christian Coulson as Tom Riddle in an outfit that was never seen in the film, and it is rumored that said outfit was worn in a Deleted Scene which featured Riddle speaking with Armando Dippet (which does not appear on the DVD). Lending credence to this rumor is the casting of Alfred Burke as Dippet, which would have been an unusual casting choice for a small role given his accomplished actor status.
 * Warner Bros wanted Hugh Grant to play Gilderoy Lockhart. Kenneth Branagh, who eventually did play Lockhart, was later considered as director for the third film. Had he been used, he would have directed his ex-wife Emma Thompson.
 * One of Alfonso Cuaron's more bizarre ideas involved a scene with a pipe organ being played by tiny people jumping on the keyboard. Rowling rejected it, saying it wouldn't make sense in her universe.
 * This editor has a sad. The fact that Cuaron could have been asked to direct Deathly Hallows is it. Watch Children of Men and wonder what the battle of Hogwarts could have looked like.
 * You think that's bad? Guillermo del Toro was offered both Prisoner of Azkaban (which his friend Cuarón ended up direction) and Half-Blood Prince. The really sad part? He WANTED to direct them but felt that the movie's 'verse didn't conform to his more twisted vision of the books. He even expressed interest in directing Harry Potter and The Deathly Hallows but was concerned Warner Brothers would try to interfere too much. WHAT THE FUCK!?!?!
 * Originally, the Trio was supposed to watch the execution of Buckbeak from a graveyard. Rowling rejected this because she envisioned the Hogwarts graveyard being in a different part of the grounds and said it would become significant in the sixth book. Therefore, the graveyard got changed to the giant sundial you see in the final film. The irony of it all is that the scene with the graveyard in the sixth book got cut from the movie version anyway, so in retrospect they could have put a graveyard there and it wouldn't have changed anything.
 * After Richard Harris died, Ian McKellen was approached to play Dumbledore. He turned it down, having already filled his quota of bearded wizards from books being made into big budget films. Instead, the fans get treated to the somewhat different performances by Michael Gambon.
 * By McKellen's account, Harris had previously criticized his acting, calling him "dreadful" and "passionless." As such, McKellen feels it would have been inappropriate to take his role, and goes on to say, "Richard Harris was mainly a disappointed man because I had played Gandalf and he had to settle for Dumblewit. Or Dumblebore, I should say." He further says, when asked who would win in a fight between the two, "Gandalf, of course."
 * Harris' family wanted Peter O'Toole to take up the role, as he was one of Harris' best friends. The studio decided against it, fearing the similarly elderly actor might also die before the series was out.
 * In the early stages of production on the second film, concept art was drawn for the Deathday Party scene. On the fourth film, concept art was drawn of Winky the Elf.
 * Prior to the first film, Rosie O'Donnell campaigned for the role of Molly Weasley. Of course, she was turned down as per Rowling's insistence on an all British cast.
 * Jarvis Cocker, formerly of Pulp and leader of the Fake Band from the fourth movie, was interested in making a full album with guests such as Franz Ferdinand and Iggy Pop. Sadly, he gave up due to a lawsuit (in the book, the band is called Weird Sisters, prompting a Canadian folk rock band, Wyrd Sisters, to sue Warner Bros., Cocker, and guitarist Jonny Greenwood).
 * The character of Peeves was originally going to be included in the first film. Rik Mayall of The Young Ones was cast and apparently went as far as filming scenes before the character was cut. None of the footage - if it exists - has ever been shown.
 * The story is rather complicated and involves two more cases of What Could Have Been. Apparently, Chris Columbus and David Heyman hated the design of Peeves and basically filmed the scene with him knowing that it wouldn't be in the theatrical release, but planning to go back and "fix" it for a future special edition to be released in 2002 or 2003. Columbus was planning to introduce an all-CGI Peeves in Chamber and presumably this would have been the Peeves he was planning to go back and insert into the first film. Then Peeves didn't make the second film either and it seems they just gave up after that.
 * For the fifth movie, Helen McCrory was originally cast as Bellatrix, but dropped out because she became pregnant. They recast Helena Bonham Carter, who chose to play her more Ax Crazy than the book version, and McCrory was cast as Bellatrix' sister and Draco Malfoy's mother Narcissa in the sixth movie. Ironically, Carter became pregnant during the making of that movie, and it shows in some scenes.
 * John Williams wanted to return for Deathly Hallows Part II, but a scheduling conflict prevented him from doing so.
 * The first script for Order of the Phoenix did not include Kreacher. Rowling heavily hinted to the film makers that they had best keep him in to save themselves some trouble down the line. Also, a line in Half-Blood Prince had Dumbledore reminisce about a romance he had in his youth with a girl. Rowling nixed the line, writing on the script "He's gay". (Mind, this was well before Rowling outed Dumbledore in an interview.)
 * For the brief scene showing Azkaban in the fifth film, the idea came up that putting Azkaban on the edge of a giant waterfall would be a great visual. The problem is that Azkaban is meant to be in the middle of the North Sea. They tried to find some way to justify having a waterfall in the middle of the ocean, such as having a weird ocean sinkhole. Eventually, they just gave up and depicted the ocean normally.
 * Kate Winslet was the first choice for the Grey Lady in Hallows Part II, but they couldn't get through her agent. Kelly Macdonald got the part instead. It's unknown whether Kinslet would have said yes.
 * The area at the top of Dumbledore's office contains a weird telescope, which you can see up close in the DVD tour feature. In a DVD documentary, Chris Columbus explains that they may want to use the telescope in "the third or fourth film", which obviously didn't happen. It's rather unclear how he thought they could use it in the third film, considering Dumbledore's office doesn't even appear in the third book.

Spider-Man Series
This series took many many years to get out of development limbo, and so the number of canceled and scrapped projects and/or elements related to the Spider-Man films are staggering:
 * In 1988, director Albert Pyun was hired to direct a "Spider-Man" movie for Cannon Films. Scott Leva was hired to play Peter Parker/Spider-Man, and filming was set to take place at De Laurentiis' studio in Wilmington, North Carolina. With a $6 million budget, the Brooklyn sets were built for "Spider-Man" on the Wilmington stages. Pyun had originally planned to film two weeks worth of scenes for "Spider-Man" before Leva's nerdy Peter Parker is bitten by a radioactive spider, then Leva would undergo a supervised eight week workout regimen to build muscle mass while director Pyun would film "Masters of the Universe Part 2", and filming for "Spider-Man" would resume for the scenes after Peter gets his spider powers. However, both projects were scrapped. Albert Pyun was then given the task to make a movie out of the 2 million-worth of costumes and sets already built for both projects, came up with a script on a single weekend, and 24 days of rushed filming and editing later, cult-classic Van Damme's Cyborg was released.
 * The head honchos at Cannon had a major case of Comically Missing the Point when they wrote a script that centered around Peter Parker getting kidnapped by a Mad Scientist and being mutated into a large spider beast which craved death. Understandably, Stan Lee was not pleased with this treatment and ordered a rewrite, which led to....
 * James Cameron's aborted treatment for Spider-Man, that would have followed the web-slinger as he establishes his powers in high school. In the treatment, the main villain is Carlton Strand (a.k.a. Electro), a former thief who was electrocuted and given very strong powers, which he has used to rise to the top of a large corporation. Peter Parker's origin follows the comic book closely (bitten by spider at university lecture), but goes off on a tangent once he starts falling for Mary Jane Osborn. After he finds out that her flashy image is a front and that she comes from a broken home, he sees Flash Thompson hit her, then proceeds to knock him out and destroy his car. Uncle Ben still dies, and his killer is captured by the police. Then, Parker seduces MJ by kidnapping her, taking her to the top of the Brooklyn Bridge, and doing a Spider mating dance for her (uh?) Strand teams up with a man named Boyd (Sandman) and kidnaps MJ, taking her to the top of the World Trade Center. The climax of the film is a pitched two-on-one battle with Spider-Man rescuing MJ and taking on both Strand and Boyd at the same time. He eventually wins by using one of the WTC's generators to fuse Sandman into molten glass, and ends up throwing Strand off the building.
 * Cameron also rewrote a draft in 1993 that would have featured Arnold Schwarzenegger as Doc Octopus. His catchphrase would have been "Okey dokey then", and he would've insisted his tentacles be called "weldos". He would have also had a lab assistant that he constantly abused throughout the movie. Say what you want about it, but that is some epic shit right there.
 * This is why Electro and Sandman didn't show up in Spider-Man: The Animated Series, which was created around the time Cameron's film was in development. Electro did eventually appear... as the Red Skull's son. By that time the Cameron script had been trashed.
 * Cameron's original screenplay tried to present Peter's growing powers as a metaphor for puberty, complete with him waking up in bed and covered in sticky white webbing.
 * Eddie Brock was originally going to show up in the 2002 Spider-Man film in a cameo role discussing his photograph assignments with J. Jonah Jameson (an "Eddie" is still mentioned in dialogue). Peter was also originally going to have mechanical web shooters (just like the comic books). Both these scenes were shot (Peter testing out his mechanical shooters appeared in an early promo reel, and an actor did an interview talking about playing Brock in the first film), but were never released on DVD.
 * Before the Green Goblin power suit was used in the film, there was an attempt at a more organic looking Green Goblin.
 * According to The Spider-Man Chronicles (a making-of book about Spider-Man 3), the original plot for the film was going to revolve around The Vulture (who, based on the comments in the book, was to have been played by Ben Kingsley) and Sandman. There was no Venom nor Gwen Stacy in early drafts either (Executive Meddling meant both characters were shoehorned into the film taking the place of Vulture and a random woman against Sam Raimi's wishes).
 * Also, Gwen was originally the Damsel in Distress at the end of the film and Mary Jane would be the one to convince Harry to help Peter against Sandman and Venom. But it was switched to Mary Jane (AGAIN!) to better justify Harry's assistance. Kirsten Dunst was not pleased.
 * The union between Venom and Sandman also made alot more sense in production, with Venom just offering the cash Sandman needs to save his daughter in exchange for helping him kill Spidey, but during the battle, Sandman's daughter would come and tell her father that she could not be cured and was going to die, and wanted to die with her daddy being a good man, not a criminal. All of this is arguably much more satisfying than what made it in to the actual film.
 * The villains' meeting would have seen Eddie coming across Flint pretending to be sand in a playground for his little girl to play on. Talking to Flint, Eddie would have convinced him that his girl may be cured yet.
 * It is also rumored that John Jameson was originally to make a reappearance, unknowingly bringing the symbiote back from his astronaut mission.
 * Originally, the butler was to be another illusion of Harry's, representing his good side. Even though this would have cleared up a massive plot hole (the butler explaining to Harry that his father's wounds were not an accident after such a long time), it was cut because the story was already saturated with plots.
 * Also, there were many scenes that were shot but never released on DVD including a montage of Peter (in his black suit) taking down criminals and leaving them strung up, tons of character-building moments, a confrontation scene between Captain Stacy and Eddie Brock (where Gwen dumps him at her father's house) and Peter freaking out after he looks in a mirror and sees a nightmarish version of the Venom symbiote screaming at him.
 * The cancelled Spider-Man 4 included Felicia Hardy, whose father would turn out to be The Vulture (to be played by John Malkovich). Peter would eventually end up killing the Vulture, which (understandably) pisses off his new fiancee, so in his depression he throws away his costume and abandons his superpowers (a little too redundant considering Spider-Man 2.)
 * And Anne Hathaway would've appeared as Felicia Hardy, only instead of being the Black Cat, she would've been the Vulturess. Though her playing a character who WAS the Black Cat in the comics is Hilarious in Hindsight seeing as she's now on board as Selina Kyle in the final film of The Dark Knight Saga.
 * According to some reports, Vulturess was later written out, with Peter essentially cheating on Mary Jane (to whom he was married) with Felicia. No wonder Raimi quit the project...
 * And now there's David Fincher's Spider-Man, which would have dealt with Peter's origins in an Up style montage during the first ten minutes, then start proper with Peter meeting Gwen after "[settling] into being a freak."

Star Wars

 * According to original producer Gary Kurtz, Lucas' original nine-film (!?!) treatment saw Han Solo die and the Millennium Falcon get blown up in Episode VI. Darth Vader would also be killed. Whilst Vader was still Luke's dad, Leia wasn't Luke's sister and his real sister would show up in a later episode. The Emperor wouldn't even appear until Episode IX, when he would be defeated and the Empire finally toppled. Apparently between Episodes V and VI Lucas decided he didn't want to make six more films to finish the story (he wanted to be able to see his family and friends once in a while) and changed the story to a much more simplistic retelling of Episode IV, complete with a new Death Star.
 * If you want to see what the second film would have been without Han Solo, Alan Dean Foster was commissioned to write a novel that the second film would have been: meet Splinter of the Mind's Eye
 * Before Leia was added to the story, Lucas was concerned that there weren't any major female characters. So he considered changing Luke to a woman!
 * And then there's the very first treatment of what we now know and love as Episode IV, The Journal of the Whills. It centered around a Jedi-bendu by the name of Mace Windy and his apprentice, C. 2. Thorpe. Lucas brought the thing to his agent, Jeff Berg, who was quickly confused by the massive amounts of jargon used in the treatment, and recommended he start simpler.
 * Other early drafts had the main character called Luke Starkiller, a cyborg science officer on the Millennium Falcon, and had Han Solo as a "hulking green alien" before he was turned into a lovable rogue and Harrison Ford came along. And Chewbacca was his wife!
 * Another version, similar to the above, featured a cast made entirely of robots.
 * Let's not forget the original original draft of Star Wars: a blatant ripoff of Frank Herbert's Dune that was rejected by the studio because it was too similar to the book... He reworked it, and Frank still tried to sue because (if you read the book) they're still similar, but he relented because it became a hit in its own right.
 * If you want to get technical, the original original original draft was actually a live-action adaptation of Flash Gordon. Lucas reworked things when King Features (Flash's rights holder) balked.
 * If you really want to get technical, no one really knows What Could Have Been, since George Lucas changes his story. Constantly.
 * The first draft of the original movie was about twice as long as the finished film, and contained a lot of elements that would be recycled in later movies -- for example, the last act would take place on the jungle planet Yavin, which would be the home planet of the Wookiees (originally envisioned as smaller, with heads like that of "giant bushbabies", and not technologically capable), who would end up fighting the Empire alongside our heroes. The second draft was a substantial rewrite which cut all this out, but Lucas still wanted a Wookiee in the movie: so he created Chewbacca, a Wookiee co-pilot who was familiar with technology. For Return of the Jedi, Lucas brought back his idea of a low technology race fighting the Empire -- but in place of the Wookiees he invented the Ewoks (by effectively shrinking them down half the size and inverting the two syllables in their species name) . A giant battle with Wookiees on their home planet Kashyyyk finally made it to screen in Revenge of the Sith.
 * Episode Six has quite a few different versions, among them being that Lando Calrissian was going to be killed and the Millennium Falcon destroyed (which is briefly alluded to with Han having a funny feeling he'll never see the Falcon again before leaving for Endor). Harrison Ford, for his part, wanted Han to die at the end, but Lucas vetoed it. And of course the original title being Revenge of the Jedi because Lucas' producers felt that Return of the Jedi was too soft. Lucas relented for a time, only to decide that he wanted it to be Return because Jedi were above the evil concepts of Revenge. Also, David Cronenberg and David Lynch were among the choices for directors. Imagine that!
 * Building on that, each Star Wars movie (back when Lucas said there could be as many as 12) was supposed to have a different director who would be able to put their own style and ideas into the franchise, this plan was killed when Lucas realized how little control the approach would allow him during the filming of The Empire Strikes Back. Lucas also considered having Frank Darabont (known for films such as The Shawshank Redemption) write the prequels while kicking around ideas in the early 90s.
 * Episode One originally did not have Qui-Gon Jinn and was simply Obi-Wan by himself as a Jedi Knight. Qui-Gon was added as Obi-Wan's master to flow with the generational "Passing the Torch" theme to the whole saga. It has been argued that the events in the story would have made a lot more sense had the original plan been filmed.
 * Episode Two originally had Count Dooku conceived as an alien woman, whose design was later used to portray Asajj Ventress in the Expanded Universe stories.
 * In Episode Three, Anakin was originally supposed to just watch the entire fight between Palpatine and the other Jedi Masters, with Palpatine even having stolen Anakin's lightsaber to do so. The entire fight would have had Anakin debating on which side he was going to choose. They even filmed it, but they figured that Anakin simply watching the fight meant that he had already made his choice, so it was refilmed to the current one. Further, the final fight between Windu and Palpatine was supposed to be an all-over-the-place masterpiece, but due to Lucas wanting Ian McDiarmid (who played Palpatine) to do as many of his own stunts as possible (odd, considering his predilection for digital effects, and the fight later on in the movie between Palpatine and Yoda) it was reduced to, largely, Windu forcing Palpatine down the hallway and then a bit of a scrap in the office before Anakin showed up and both started talking to him.
 * George Lucas wanted Toshiro Mifune to play Obi Wan in Episode Four before the suits at 20th Century Fox insisted that he get a "name actor" (such as the eventual choice of Sir Alec Guinness) to play the character.
 * Lucas wanted Steven Spielberg to direct Return of the Jedi. This became impossible when the Director's Guild ticked Lucas off by fining him for not doing a proper credit sequence in the previous Star Wars movies and he quit the Guild in protest.
 * Leaving the union also prevented Gary Oldman from voicing General Grievous.
 * Leonardo Dicaprio was at one point attached to play Anakin in Attack of the Clones, but (depending on which story you believe) he either backed out after reading the script or was let go by Lucas after he spilled the beans about his casting during an interview with a media outlet.
 * A portion of Attack of the Clones was reworked and refilmed in post-production. As originally shot, Anakin and Padmé were immediately captured when they arrived on Geonosis, offered the opportunity to join the Separatists by Dooku, and sentenced to death. Obi-Wan would not have been seen after his capture until Anakin and Padmé arrived in the arena. These scenes were deleted and replaced with new scenes: the droid factory set-piece and Dooku's offer to join the Separatists instead being delivered to Obi-Wan.
 * There was a whole sequence where Padme took Anakin to meet her family in Naboo, and holographic photos of Padme's aid work were to be on her bedroom wall. It's a nice scene, but the filmmakers felt it didn't move the story along. The scene can be seen on the DVD.
 * Shaak Ti. She had three different possible deaths, yet she ended up being one of the few Jedi to survive Order 66. First, the creators of the Clone Wars miniseries wanted to have Grievous kill Shaak Ti in the final episode--she only lived because she was slated to appear in Revenge of the Sith. Two death scenes were filmed for Shaak Ti's appearance in Episode III: one where Grievous executes her in front of Anakin and Obi-wan, and one in the Jedi temple where Anakin stabs her in the back while she's meditating. Neither were used. She finally died in the videogame The Force Unleashed.
 * There's a short 30-second scene that was cut from the end of Revenge of the Sith, which would have been a great way to end off the film. Yoda's pod lands on Dagobah, the door opens, he steps out, looks around and sighs.
 * R2-D2 and C-3PO had different character designs in the beginning: the former was meant to be tripedal, and the latter bore an androgynous appearance similar to Hel from Metropolis. Artoo's design was changed after tripedal locomotion proved to be too difficult to accomplish on sand. Lucas also decided to make Threepio more distinctly male in the end.
 * Lucas originally wanted Jim Henson to play Yoda. He wound up casting Frank Oz because Henson was busy with The Great Muppet Caper at the time, and couldn't commit to a major role in another film.
 * Also, Emperor Palpatine's original concept was to be an Anticlimax boss who got up to his position by Vader and Tarkin, and that the Emperor would have been a lot closer to a Puppet King to them. It was changed so late into the game that the novelization of A New Hope used this characteristic. Eventually, by Return of the Jedi, or at the very least The Empire Strikes Back, its made very clear that Palpatine was not a Puppet King, and certainly not an Anticlimax boss.

Other Animated Films

 * Yellow Submarine: When The Beatles decided that they wanted to cameo in the film after all, the film-makers were happy to throw them in -- but the decision was made so late that there was not enough money to mix proper animation into that scene. (It works anyway.)
 * For that matter, The Beatles believed that as it was being produced by the same producers of the Beatles cartoons of the mid-'60's, which they hated at the time, they felt the film was a bad idea and only gave them half-hearted songs for the film's soundtrack, to fulfill the contract Brian Epstein signed in 1967. By the time the group saw the finished product, and liked and supported it, it was too late to offer better quality material.
 * It is also noted that Admiral Fred was originally supposed to have a girlfriend with a speaking part. The Law of Conservation of Detail nixed that. (Yes, The Law of Conservation of Detail does, at times, apply to Yellow Submarine.)
 * There's a bit of a nod towards that in the released version of the movie - in the opening montage which shows how happy a place Pepperland is, there's a shot of Old Fred picking a bouquet of flowers and giving them to a lady who is never seen again.
 * A comic book adaptation of Yellow Submarine (panels of which can be seen here) shows Fred romancing a young woman who tries to impound the submarine. Guess what her name is. Go ahead, guess!
 * Robert Zemeckis was planning on making a Motion Capture Remake of Yellow Submarine, but it was cancelled after the failure of Mars Needs Moms to the relief of Yellow Submarine fans everywhere
 * Here's an odd case -- the tale of Chanticleer, time and again, was supposed to be adapted into and animated film from Disney. Walt himself, apparently, was never happy with how it kept turning out (his main issue was that he believed that it is impossible to draw a rooster in such a way as to make him sympathetic; Bill Peet's many sketches for the characters suggest otherwise), and it kept getting scrapped. Whatever the original plans were, they were probably miles better (and less weird) than the version of the tale that former Disney animator Don Bluth gave us when he decided to make his version at his own studio: Rock-a-Doodle.
 * Speaking of, we could absolutely fill this page with Don Bluth "coulda-beens". A few are listed on this webpage. Satyrday in particular sounds unspeakably fascinating.
 * There were also some rumors kicking around soon after Anastasia was released that Bluth would be working on an adaptation of Deep Wizardry, which sure would have been somethin' (and note: not the first Young Wizards book, but the second in the series). He was also supposedly considering The Belgariad and The Quintaglio Ascension Trilogy. And he was even one of many directors rumored to have had a go at The Hitchhikers Guide to The Galaxy film! Meanwhile, his film version of Dragon's Lair has yet to get off the ground.
 * An early draft for Anastasia had an extensive opening number called "Rulers of Russia", the Dowager Empress's name was Tatiana, and many servants, including young!Dimitri, had far more lines. There were also several cut characters and songs, including cute orphans and additional cute little animals. Bartok the bat was also a far raunchier character, with his own mini-reprise of "Paris Holds the Key to Your Heart" that included the line: Paris holds the key to my heart, French bat-chicks hang out at Montmarte, we'll eat some insects, then go home and have--. (That actually might explain the random female bat that shows up at the end...) And at the end, Dimitri would get hypnotized by Rasputin as one of the ways to attempt to kill Anastasia.
 * The whole reason Anastasia got made was that Fox obtained the rights to two films, and asked Don Bluth to pick one to adapt. The one he didn't choose? My Fair Lady.
 * This may turn out to have been just a rumor, but it's too mind-blowing not to mention: Don Bluth is said to have once wondered, "I wouldn't mind collaborating with another director again. I think James Cameron and I could come up with something really good. Can you imagine if James Cameron made an animated film?" Can you, indeed...
 * All Dogs Go to Heaven was originally intended to be part of an anthology of three short stories directed by Don Bluth. And Charlie Barker was a detective in the original draft. Burt Reynolds' interest in the role got the story expanded to feature-length but it isn't known what happened to the detective plot, except that it has since been picked up by fanfic writers.
 * Originally, none of the characters from The Land Before Time were actually going to talk, but this was changed toward the end of production as an attempt to avoid copying the "Rite of Spring" segment from Fantasia shot by shot (the battle between Littlefoot's mother and the Sharptooth even looks almost exactly like the battle between the Stegosaurus and the Tyrannosaurus Rex!). This is also true with Disney's Dinosaur, which was originally almost going to be directed by Paul Verhoven of all people!
 * The original script of The Land Before Time had Littlefoot finding the valley after he goes off on his own and the others go with Cera. But his mother's ghost makes him realize he has to go back and find the others because they won't make it on their own. The defeat of Sharptooth happens after he finds the others, and then they all go to the valley. Interestingly, some of the animation was still used; if you watch the background when Littlefoot is telling his mom he'll never find the Great Valley, the big rock they pushed onto Sharptooth is still clearly visible in its original place. There was also a deleted sequence with the group finding an oasis and getting turned away by the two groups of dinosaurs already there, who only wanted their own kind to eat and drink.
 * Oddly, these details still show up in the tie-in books released along with the film.
 * There were other scenes deleted for being too scary, like Sharptooth's face up close as he sinks under the water, and a full-on visual of Sharptooth jumping onto the back of Littlefoot's mom, the scene which is in shadow in the final film.
 * The early treatment for the fifth Bionicle movie would have featured a longer journey through the mysterious Valley of the Maze, the Element Lords as key characters, and Mata Nui and crew getting launched to Bota Magna, the land of biomechanical dinosaurs. Of course with the toyline being cancelled, the storyline had to be quickly concluded and this and the 2011 storyline were scrapped.
 * This post by Templar Studios (the people that created the Mata Nui On-Line Game) reveals there had been plans for a Bionicle movie as early as 2001, but it got scrapped, along with the now infamous video game.
 * Cloudy with a Chance of Meatballs: During the earliest development, Flint Lockwood was the most successful scientist in the world who got stuck in Swallow Falls when his food machine malfunctioned, but this characterization was deemed too unlikable.
 * A story line involving Vance LaFleur and The Science League was cut, although a poster remains in Flint's bedroom.
 * Originally, instead of Flint going to the out-of-control FLDSMDFR, the mayor shot it out of the sky, and it fell into the ocean, creating a huge monster made entirely out of food. This was cut due to the monster being too similar to one in another film.
 * Originally in Igor, Dr. Glickenstein was working on a time machine, and went back in time one minute, discovering Igor and his inventions (Scamper and Brain), and then teaming up with his past self to kill Igor. In the end, Glickenstein was just in the movie for too long, so this was cut and he was killed off much sooner.
 * There's a long, long list of animated films that were never made in this Cartoon Brew post. Quoting from the article, "Imagine if Orson Welles had released an animated feature at the height of his influence?"
 * Ralph Bakshi wanted to direct animated film versions of Fear and Loathing in Las Vegas, Mickey Spillane's Mike Hammer, Last Exit To Brooklyn and The Catcher in The Rye (with live-action bookending sequences). Bakshi wrote a personal letter to J.D. Salinger, who replied explaining that he didn't think Catcher was fit for any other medium.
 * At one point, Bakshi was also offered Blade Runner.
 * Also, he and John Kricfalusi planned a Teen Comedy called Bobby's Girl, but the studio cut off funding after a change of hands.
 * Cool World was scripted as an animated Horror Movie about a cartoonist who has sex with his creation, who gives birth to a half-human, half-cartoon daughter who tries to kill her father. Then Executive Meddling drastically changed the plot.
 * Cool and the Crazy was supposed to have Christopher Walken as the antagonist, back when it was in development during the '70s.
 * Since being 100% similar to the source material would end disastrously for the narrative, the writers of Coraline played around with several ideas for the narrative format. One of them was the eponymous character talking with the audience.
 * And the film was originally going to be much more of a musical...with the songs written by They Might Be Giants! All that remains of this notion is that for about thirty seconds Coraline's father is voiced by John Linnell, and sings an absurdly catchy song. Another song TMBG originally wrote for the film, "Careful What You Pack", ended up being on their album The Else instead - knowing the song is actually about Coraline herself adds a bit of Fridge Brilliance to the lyrics.
 * In one draft of The SpongeBob SquarePants Movie originally Spongebob and Patrick on their journey to retrieve the crown were to encounter the Rocko's Modern Life cast scuba diving.
 * There is also a storyboard on the DVD with Sandy appearing on the surface having her own adventure.
 * The first scripts for How to Train Your Dragon was much closer to the original book, featuring much younger human-protagonists, a much smaller and more-annoying Toothless, and apparently had a lot of Toilet Humor. (It was changed to its final version because the directors felt the first script was too goofy and too similar to their other projects, and wanted to do something more dramatic with the idea.) Other ideas were Hiccup's mother still being alive, and apparently having a tiny dragon like a puppy, and Snotlout being a girl. A lot of the concept art is seen in the art book, and during the credits of the movie itself.
 * Another version of the film would have been a straight-up Heroic Fantasy. The Elder was going to have a much larger role as the village seer, and there would have been magic and a prophecy involved.
 * Vin Diesel wasn't the first choice to be the voice of The Iron Giant. The first choice was none other than Peter Cullen.
 * After acquiring the rights to the Beatles' songs in the mid-1980's Michael Jackson approached Don Bluth with a movie idea called Strawberry Fields Forever. It would consist of animated Fantasia-style vignettes featuring Beatles songs. Not only did Don Bluth agree to it, he also planned on making it entirely CG. Had the movie been made, it would have predated the ground-breaking Toy Story by about eight years. Further along in the project, the premise became revamped so that characters from Beatles songs (like Mr. Mustard and the Walrus) would act as New York City gangsters. Among other reasons, the main reason why the project fell through was because the surviving Beatles members denied permission to use their images in an animated film. The only part of the film that managed to be made was test footage of the "Beatles gangsters."
 * Early in the production of Gnomeo and Juliet, the production team considered  being investigated by a CSI-esque group of gnomes, lead by Detective Prince (based on the Prince from the original story). The investigation would have proven Gnomeo guilty of "gnomicide", and sentenced to the wheelie bin, where he'd be thrown away in the morning. He'd have managed to escape the rubbish truck and end up in a gardening centre.
 * Also, after the sentencing, Juliet would have tricked her father into organising her wedding to Paris (and gotten slapped by Nanette before she revealed she wasn't really going through with it) and replaced herself with one of Paris's floral creations so she could sneak out and try to reunite with Gnomeo (who'd promised to return to her). The scenes were cut because the producers thought they'd be too cliche.

Other Live-Action Films
""Do you know what happens when a toad gets struck by lightning? The same thing that happens to everything else.""
 * Spy Hunter: Nowhere to Run was going to be a movie franchise based on the game series starring Dwayne Johnson. Thanks to Development Hell the movie died though a Video Game tie in starring Johnson did not and was released without the movie.
 * Salvador Dali was a big fan of the Marx Brothers, and was particularly fascinated with Harpo for his surrealist charms. After contacting the Bros., Dali started making plans for a surrealist film starring them, with a big focus on Harpo, that would have taken place at a dinner party with enormous giraffe lanterns looming overhead (it obviously never got made). That doesn't just sound like a good and possibly insane film; that sounds like the greatest film ever made.
 * Peter Ustinov was originally going to play Inspector Clouseau in The Pink Panther, but left over a salary dispute.
 * There's an early script of Back to The Future that includes, among other things, a refrigerator used as the time machine, powered in part by Coca-Cola, and an atomic bomb fueling the trip back. The ending had 1952 Doc discovering the time traveler's power source, and 1982 being basically what 1950s people thought of as "the future" (foreshadowed by an earlier classroom scene in 1952). Except rock music didn't exist, so Marty had to reinvent it. And his dad was a boxer.
 * With the refrigerator idea, there was a concern that kids would try to mimic the movie and end up stuck in their own fridges.
 * Originally, the last act of Back to the Future Part II would have taken place in 1967. It was changed to 1955 when Robert Zemeckis realized how awesome it would be for it happen concurrently with the climax of Part I, and also to prevent the need for new setpieces. Plus, the plan was that Marty would have had to ensure that his parents went through with his conception.
 * And let's not forget Sid Sheinberg, head of Universal who thought the name Back to the Future was ridiculous and that the first film should be called Spaceman from Pluto instead, with Marty shouting that he was a spaceman from Pluto in the scene where he convinces his father to attend the school prom. Zemeckis didn't have the clout to say no to the studio like that. But he called up then-king of the world Steven Spielberg (the film's executive producer), who thanked the exec for the "joke memo" concerning the film's title. He was too proud to correct Spielberg on his "misconception," (or perhaps he recognized that Spielberg was offering him a chance to change his mind while saving face) and so the original title stayed.
 * Spielberg was always onboard to produce the film however he had produced other films with Zemeckis and Gale before, all of which flopped. Zemeckis and Gale offered Spileberg to opt out if he wanted and protect his reputation, of course he didn't and the rest is history.
 * John Lithgow was originally intended to be cast as Doc Brown, but was unavailable. The producer of 'Buckaroo Banzai' then suggested Christopher Lloyd (who also starred alongside Lithgow in that movie). It's also worth noting that if Lloyd declined the role, the next person in line to be asked to play the part was Jeff Goldblum.
 * The producers tried to get Ronald Reagan (a well-known fan of the series) to play the mayor of 1885 Hill Valley in Part III, but he was unavailable at the time.
 * And there's Eric Stoltz, who was hired to play Marty, and actually filmed scenes for a month or so before the producers reluctantly decided he just wasn't working in the role and they had to fire him. A deal was struck with the producers of Family Ties, and Michael J. Fox was brought in (who had been the original choice, but the show had meant he wasn't available).
 * With Stoltz, Thomas Wilson was cast as Biff; J.J. Cohen was the original actor considered, but wasn't imposing enough compared to Stoltz. He ended up as one of Biff's goons (the one without the 3D glasses who isn't Billy Zane).
 * In A Hard Day's Night, Ringo's parading was originally supposed to have a lot more dialogue. But Ringo came in too drunk to remember lines. This was probably to the greater benefit of the film.
 * Additionally, there was a scene with Paul and a young actress rehearsing her lines in a rather enthusiastic way. The special edition DVD has stills from the scene and an interview with the actress who played the actress.
 * Help! included a deleted scene with Frankie Howerd and Wendy Richard. Magical Mystery Tour was to include an accordionist scene, a scene with the one of the buskers (Happy Nat, the Rubber Man) racing around a swimming pool (a scene directed by John Lennon), a scene with the Beatles looking through a telescope, and one where they are passing candy to the bus riders. Also, Traffic and the Jimi Hendrix Experience were to have had their own musical sequences.
 * To elaborate on the Help! example, the scene had the Beatles going to "The Sam Ahab School of Transcendental Elocution", where they are given acting lessons by Sam Ahab (Frankie Howerd). Wendy Richard plays the only other student there, a woman called "Lady Macbeth". Her "transcendental" practices (which are apparently quite noisy) cause George to put in a pair of earplugs. Not long after, the cult plays their hypnotic music which puts everyone except for George (because of the earplugs) into a trance. The cult members try to chop off Ringo's hand to get the ring and George intervenes, which leads to the cult priest tossing an axe which is embedded in a mirror. The cult runs away as everyone starts to wake up and no one believes George. They see the axe in the mirror and John pulls it out, hands it to Lady Macbeth, and asks her "is this a chopper that you see before you?" This explains why the Beatles later know to plug their ears for the cult's music and why George later identifies the cult priest in the Indian restaurant as "the guy who tried to chop [Ringo's] hand off". Incidentally, there were several other deleted scenes for Help! - one in which it is shown that Ringo keeps a live cow in his closet for fresh milk, one which had the Beatles driving around in a quarry, and one which had the last Beatle impersonating Ringo while in a tree house.
 * The final battle in Star Trek: Nemesis was going to be an insane six-on-one battle against the Scimitar, but was dropped because of cost.
 * The deflector shield sequence in Star Trek: First Contact was originally intended to have hundreds of Borg swarming over the hull of the Enterprise. Bad. Ass.
 * Star Trek II: The Wrath of Khan went through a lot of changes. Five potential scripts were written (four by Jack B Sowards, one by Samuel Peeples), each with a completely different storyline. When Nicholas Meyer came on as director, he took the best elements of each script, put them all together into one big script and that's what they filmed. Originally, Khan, Saavik, Kirk's son, etc. were from separate scripts.
 * Additionally, Gene Roddenberry initially pitched a Time Travel story in which the Enterprise crew would prevent JFK's assassination to Set Right What Once Went Wrong. Apparently, Roddenberry continued to pitch this strange time-travel story -- which would have ended up a Shaggy Dog Story as soon as Spock realized that preventing JFK's assassination would seriously screw up history and destroy the Federation -- every time a new sequel was given the go-ahead. This, along with the massive cost overruns and production issues surrounding the first Star Trek movie, was a significant factor in Roddenberry being kicked upstairs to "Executive Consultant" status and the producers and directors of all subsequent Trek movies being told (unofficially, at least) that they could safely ignore Gene's "suggestions."
 * It doesn't help that a virtually identical story plays out in the famous TOS episode "The City on the Edge of Forever."
 * The JFK premise eventually got an unusually straight, non-parody treatment on an episode of Red Dwarf.
 * Coincidentally, a Quantum Leap episode featured future Enterprise captain Scott Bakula going back in time to prevent the Kennedy assassination.
 * At one point, Star Trek IV: The Voyage Home would have featured an eccentric professor played by none other than Eddie Murphy. The character was eventually rewritten into Dr. Gillian Taylor.
 * Star Trek V: The Final Frontier begs many of these questions. What if the script writing wasn't derailed by the 1988 WGA strike? What if Industrial Light and Magic hadn't been too busy to work on the film? What if they were able to get Sean Connery to play Sybok as they wanted? What if the budget had allowed the rock creatures who were supposed to chase Kirk at the end? And most of all, if any of this had worked out, would the film have actually been good?
 * According to a leaked manuscript, Fade In: The Writing Of Star Trek: Insurrection (written by Michael Piller years before his death, and never released because of studio concerns about the content of said manuscript), initial concepts for the film were far removed from the final product. The first script treatment (called Star Trek: Stardust) involved Picard and a fellow cadet named Hugh Duffy (who were friends at Starfleet Academy) meeting up after almost three decades because of different circumstances. Duffy has become a renegade who has tried to provoke a war between the Federation and the Romulan Empire, and Picard must travel to the Neutral Zone to bring him back. Picard eventually finds Duffy and risks his career to help the other officer thwart a plan by the Romulans to take over a planet housing "the fountain of youth". At the end, Picard gets arrested (and stripped of his rank) by Starfleet due to his actions during the film. The plot was similar to Heart of Darkness, and featured numerous Shout-Outs and call-backs to various episodes of TNG.
 * Cases of What Actually Was referencing What Could Have Been:
 * Snake Eyes's epilogue has Nic Cage saying (not verbatim): "I keep having nightmares about that water-logged tunnel, where I drown." Cage was supposed to chase Gary Sinise through various obstacles, including a water-logged tunnel, before Sinise  Test audiences didn't like it, so
 * While The Goonies recount their adventure to their parents, they mention an encounter with a giant squid that was cut from the finished film. The scene was shot, and it appears on the DVD release under "deleted scenes" (it has also occasionally been reinserted in some televised presentations). Data manages to fend it off with his walkman.
 * On the subject of The Goonies, another deleted scene had Andi being given the Goonie Initiation, which ended with them realizing that they were in a pool filled with leeches. Data saves them by dropping a battery or something.
 * The original script of The Lost World: Jurassic Park did not feature the part where the T. rex is brought to San Diego. It instead ended with the characters being rescued from the island and featured Roland Tembo actually getting to use his high-caliber rifle to blow a raptor's head off, as well as a scene with pteranodons that was very similar to the one used in the end of the third movie.
 * The original script of the first Jurassic Park movie followed the plot of the book much more closely, but it was found to be far too long (the total length of the movie would've been close to three hours) so they made a shorter version.
 * The original script was also closer to the bleaker tone of the novel, and ended with John Hammond committing suicide. Which, even though he was actually a bad guy in that version of the story, wasn't exactly the note that Spielberg wanted to end the film on.
 * And that was because Spielberg wanted Jurassic Park to have a less dark tone, due to having to direct it and Schindler's List back-to-back.
 * The third movie was going to be about a group of teenagers trapped on the island (apparently scrapped for being like an episode of Friends -- with dinosaurs!) The movie was going to have a climactic battle between the spinosaurus and either raptors or the army, but neither made it to the final film.
 * John Sayles' script for Jurassic Park 4 has been lingering in Development Hell since 2004. Judging by script reviews, it's not hard to see why. The film would start with a Pterosaur attack at a Little League game somewhere in the U.S., which is the latest in an ever-growing series of attacks across Central America and Mexico. The United Nations sends an unemployed soldier-of-fortune named Nick Harris (David Boreanez was rumored to be interested in the character) to Isla Nublar to retrieve the dinosaur DNA samples stolen by Dennis Nedry. Nick is captured by a top-secret corporation after he retrieves and hides the samples, and he is brought to a medieval castle in Switzerland. And at that castle, he is tasked by the head of the corporation to train a group of genetically enhanced humanoid 'raptor soldiers.
 * In the Austin Powers series, the fight with Random Task originally took place during the countdown of Project Vulcan, ending with a parody of Odd Job's death scene from Goldfinger (where Austin threw a Big Gulp at Random Task's feet, and electrical currents travel through his wet sock and zapped him to death). Also, the scene where Felicity Shagwell was different, and preceded by an Overly Long Gag where an assassin nods to someone, who in turn nods to someone else, and it goes on until the assassin finally gets nodded back and proceeds with his mission to kill Austin. Not to mention that Fat Bastard's dialogue was constantly censored. You can read the earliest drafts available for both movies here, and here for more examples of this trope.
 * The Wizard of Oz underwent about a dozen script drafts and four writers. Early on, the Cowardly Lion was in fact the cursed form of a handsome prince named Florizel (which is the name of the Prince in the Sleeping Beauty fairytale), who would battle the Witch in midair and kill her by cutting apart her broom while Dorothy watched from the sidelines. A female soda jerk was going to accompany Dorothy from Kansas at one point (again, ?!?). Elements from the books floated in and out of the script, and about three characters each served as Professor Marvel's and the Wicked Witch's sounding boards (eventually Professor Marvel talked to his horse and the Witch to the leader of the winged monkeys). One element, however, was in the very first draft and never changed: Kansas in sepia, Oz in Technicolor.
 * A number of MGM executives wanted Judy Garland to wear a blonde wig and "baby doll" makeup, when they weren't considering casting Shirley Temple as Dorothy. The wig and makeup screen-tested so horribly that the director leaned on MGM to give it up. They conceded.
 * This isn't entirely accurate. The "baby doll" makeup went long past the screen-test stage: it was used for the first several weeks of filming, under the direction of the film's original director, Richard Thorpe. When Buddy Ebsen had to leave the production due to illness (another What Could Have Been: Jed Clampett of The Beverly Hillbillies initially played the Tin Man), the producers took the opportunity to sack Thorpe and retool a number of aspects of the production, including Judy Garland's appearance and performance.
 * One early script had Aunt Em as the abusive witch who wanted to kill Toto to punish Dorothy!
 * The one best known deleted idea is perhaps the least interesting out of all of these: Scarecrow's Jitterbug Dance. Strange in that, in the final version of the film, the Witch makes reference to "sending a little insect" to infect Dorothy's friends, which never happens due to the scene and ensuing song-and-dance number being cut.
 * The Jitterbug Dance was kept in the stage production of the movie, in which the Witch sends the Jitterbug to wear out Dorothy and her friends (when the Jitterbug gets you, you can't stop dancing), so it will be easier for the flying monkeys to kidnap them.
 * A 'What almost wasn't' was "Somewhere Over The Rainbow", which was almost cut because the execs weren't sure about the heroine singing in a farmyard. Fortunately, good judgement prevailed and it stayed.
 * There was also an extra scene back in Kansas at the end of the film which got cut. In it, Hunk (the 'real-life' counterpart to the Scarecrow) was going away to agricultural college and Dorothy was promising to write to him. It basically indicated that the slight romantic vibe some viewers picked up between Dorothy and the Scarecrow had a factual basis.
 * Also, the Wicked Witch was going to be a glamourous Femme Fatale villianess not unlike the Queen in Disney's Snow White, but that idea was scrapped and she became a traditional "old hag" style witch, which caused Gale Sondergaard to quit the part, because she refused to wear the "ugly" makeup.
 * In a bizarre spin on Viewers Are Geniuses, the screenplay called for the final shot to be camera panning down to reveal Dorothy was still wearing the ruby slippers, but the studio believed that audiences were too sophisticated to find the Real After All twist believable.
 * The ruby slippers were intially silver shoes, like in the book.
 * Besides The Jitterbug being completely cut, other songs were trimmed. "Lions and tigers and bears (oh my!)" was a song rather than just a chant. The lion's "If I Only Had The Nerve" was longer and the Scarecrow had a long dance sequence in "If I Only Had a Brain". The Scarecrow's sequence still exists and was released on the 1989 50th anniversary release as a supplement. In general, the film's music underwent changes also because of a change in the musical director part way through production.
 * The script of Blade Runner went through umpteen quite different revisions. The earliest revision around has the climax.
 * While we're on the topic of Blade Runner, it bears mentioning that Robert Mitchum was the original choice to play Deckard, and when it became clear that he was not going to be involved, Dustin Hoffman became the frontrunner. A number of other actors were considered, including Nick Nolte and, possibly, Al Pacino.
 * It's not known what the context is, but there is no doubt that the executive letter to Nicholas Ray proscribing a kiss between Jim Stark and Plato is genuine. Given the release date of Rebel Without a Cause, What Could Have Been in this case could have significantly changed the course of gay rights...
 * Alejandro Jodorowsky's 14-hour Dune movie would have been... different...
 * In The Matrix, the humans in the Matrix were originally intended to have their brains used as parts of a computer network, rather than being used as living batteries. The concept was changed due to the Powers that Be underestimating the viewers' intelligence.
 * To be honest, the film makes a LOT more sense if you assume that was actually the case and the human resistance was just stupid/misinformed/wrong. Scientific impossibility of using humans as a power source when the energy that comes out can never be worth more than the energy going in as food, for a start.
 * That's just cake compared to some of the other changes. The Wachowskis originally envisioned that a prequel would follow the first film, and this probably would have been akin to The Animatrix. Reloaded and Revolutions were originally conceived as one long movie (which explains a lot, frankly; the two films make a hell of a lot more sense if you watch them back to back and ignore such filler as the Zion Rave and Never-Ending Car Chase), and would have been the first film's one sequel. Lastly, Will Smith was considered for the role of Neo, Gary Oldman was thought of for Morpheus, and Sean Connery was meant to play the Architect.
 * Will Smith actually passed on The Matrix to play Jim West in the Wild Wild West movie. He called that choice the biggest mistake of his career.
 * Speaking of, Sean Connery has his own personal What Could Have Been: he said "no" to being in Matrix, but he also said "no" to starring in Star Wars. Realizing he should probably sign on to a fantastic film series while the gettin' was good, he vowed to star in whatever opportunity came up next -- and wound up saying "okay" to the infamous The League of Extraordinary Gentlemen...
 * Let's continue our discussion of Sean Connery by imagining if he hadn't turned down the role of Gandalf in The Lord of the Rings.
 * YOU SHALL NOT PASSSHHH!!!
 * While a 1996 draft of the script was fairly close to the final film, there were several changes that border on Narm territory:
 * Smith yells, "Nooo!" twice.
 * Trinity's "Dodge This" line was originally, "Dodge this, motherf***er!"
 * The climactic scene of Neo returning to life originally had him getting up, then giving the finger to Smith, who helplessly yells, "Nooooo!" as the elevator doors close.
 * Try finding a His Dark Materials fan who isn't the least bit curious as to what the Tom Stoppard scripted version would have been like... or the unedited version of the final script, which was much longer. Especially the original ending, which was unceremoniously lopped off and will likely never be seen. The best people get is what is cobbled together on YouTube.
 * Four words: Michael Jackson as Jareth. At the very least, it would have been made Labyrinth one of the most deeply uncomfortable Funny Aneurysm Moments around...thankfully the filmmakers' first choice was available. This one went through a lot.
 * Originally the story was going to be set only in a fantasyland; this was changed to better distinguish it from Legend. The "real world" setting was originally the Victorian era, but changed to The Present Day because this was seen as easier to market to audiences. And had credited screenwriter Terry Jones had his way, we wouldn't have had any idea what was at the center of the Labyrinth or seen the Goblin King (according to the 25th anniversary retrospective article in Empire) until Sarah got there.
 * In the earliest available draft of the script that Jones and Laura Phillips wrote, Sarah was babysitting Toby (then known as Freddie) when she opened the door to, and let in, a stranger against her parents' warning. He turned out to be Jareth, who kidnapped Toby For the Evulz and was gradually transforming him into a goblin as the story progressed. This version had an Or Was It a Dream? ending.
 * The divorce of Sarah's parents figured more heavily in early drafts; the ring she gives the Wiseman as a donation was originally a gift from her mother that she was reluctant to part with.
 * The Bog of Eternal Stench wasn't in early drafts; Hoggle was instead threatened with a water-filled pit. The junkyard was a junk town complete with a bar where Hoggle went to drown his sorrows. The novelization reveals that the unchosen door with a living knocker led to a Crap Saccharine World where nobody can stop laughing; Sarah barely escapes. And the Fireys originally offered to help Sarah find the castle, but they didn't know what one was.
 * Jareth was a very different character in the early drafts. The white owl was a separate entity rather than his shapeshifted form, while the Junk Lady was a giant puppet he operated from within. His attraction to Sarah was outright lecherous -- when she took the big jump in the Escher room she landed on a bed. She had to physically fight him off to rescue Toby, and finally said "I wouldn't want you if you were the last...goblin on Earth!" whereupon he shrank into one himself. Yes, he was going to go out roughly the way The Grand Duke in Rock-a-Doodle did.
 * Quentin Tarantino was reportedly interested in making Casino Royale with Pierce Brosnan as James Bond. Daniel Craig went on to replace Brosnan with Martin Campbell directing, but one wonders a) how seriously QT's offer was being considered, and b) how awesome it would have been.
 * He never contacted EON (the 007 production company), so it was merely an idea.
 * David Arnold swears up, down and backwards that this was not supposed to be the Title Theme Tune for Quantum of Solace. Yeah. Frigging. Right.
 * Pierce Brosnan would've been Bond much earlier, as they wanted him to replace Roger Moore. Then the producers of Remington Steele decided to extend his contract, and Timothy Dalton was brought in instead.
 * For A View to a Kill, the producers wanted David Bowie to play Zorin, but Bowie turned them down after reading and disliking the script.
 * GoldenEye has a few tales of these, due to being both (as Bond17) six years in Development Hell and getting major rewrites once the decided-upon script (handed in in January of '94) was given the go-ahead; perhaps most interesting facet of this script would have been Trevelyan played by either Anthony Hopkins or Alan Rickman.
 * You ain't seen nothin' yet.
 * Naming all the actors once considered for Bond would take up considerable space, but a relatively complete list can be found here.
 * The Bond Girls have their moments too:
 * Eunice Gayson's character Sylvia Trench was meant to be a recurring character, with a Running Gag of Bond sleeping with and then leaving her behind to go on missions. She ends up only appearing in Dr. No and From Russia with Love. Eunice Gayson was also offered the role of Moneypenny.
 * Lois Chiles was originally cast as Agent XXX/Major Anya Amasova in The Spy Who Loved Me, but pulled out and was replaced with Barbara Bach. Chiles would later go on to play Holly Goodhead in Moonraker, but this time she was a replacement for the initially cast Carole Bouquet, who also had to pull out, but was later cast as Melina Havelock in For Your Eyes Only.
 * Maria Grazia Cucinotta was the first choice for Elektra King in The World Is Not Enough, but her English was not up to par, and so the role was given to Sophie Marceau. As a consolation prize, she was given the small but memorable role of the Cigar Girl assassin.
 * Transformers originally had Soundwave sneaking into Air Force One to hack the military network, once escaping he would mass shift into a Hummer to search for Sam -- and Ravage would be tracking down the American soldiers in South America. Once Michael Bay was brought on board he stated emphatically "No Mass Shifting!" The roles were divided into two teams with Blackout (the helicopter) and Scorponok being the closest Soundwave/Ravage analog and Barricade/Frenzy took on the role hunting down Sam and Blackout/Scorponok terrorizing the soldiers in the middle east. The writers felt the reduced individual time with more robots would not have done Soundwave justice, and they rather not have Soundwave at all than do him wrong.
 * Sentinel Prime was originally going to be named Ultra Magnus. This was changed because  Alternatively, he just couldn't deal with that now.
 * Superman V went through an incredible sequence of Executive Meddling and What Could Have Been, before finally resulting in Superman Returns. Some of the ideas tossed around included a giant mechanical spider, Supes being a normal guy who got his powers from his costume a'la Venom (the hell?), and Brainiac having a "gay R2-D2" as a sidekick. We're not making any of this up. It wasn't all bad, though; Kevin Smith was attached to the project at one point (after telling Warner Bros execs that the other writers Did Not Do the Research), and comics fan Alex Ford wrote a treatment that, though ultimately rejected, was praised as being well-written and respectful to the source material.
 * Kevin Smith tells the story of his involvement in Superman more fully in his "Evening With Kevin Smith" DVD, including the connection to Wild Wild West...
 * The first movie version of Watchmen, which was never made, looks like it would have been a much more typical humorous action heavy campy superhero flick. The fact that the project got stuck in Development Hell and was eventually dropped is probably proof of God's mercy.
 * In one script, the reason masked heroes are outlawed is when they fail to save the Statue of Liberty from being blown up by terrorists, and plot was to open a time portal and kill Dr. Manhattan before he transformed, and it all would have ended with history being rewritten and the Watchmen ending up in a dumpster in OUR world.
 * Watchmen had a boatload of "What Could Have Been"s. Among them:
 * Terry Gilliam was at one point attached to be director. At this point, Arnold Schwarzenegger was considered for the part of Doctor Manhattan.
 * In 2004, Simon Pegg was in negotiations for the part of Rorschach and Joaquin Phoenix was considered for the part of Doctor Manhattan (who was designed to have visible intestines).
 * Jessica Alba, Milla Jovovich, and Jennifer Connelly were considered for the part of Silk Spectre II. One version of the script had the character being given "slingshot powers" from Doctor Manhattan.
 * Keanu Reeves tried for some time to get the part of Doctor Manhattan.
 * Jude Law, Lee Pace, and Tom Cruise all were considered for the part of Ozymandias.
 * Ron Perlman had discussed playing The Comedian.
 * An early script for Wild Wild West, written by none other than Shane Black, has been posted on the Internet, and it is far more faithful to the details of the original series than the version which finally made it to the screen. About the only thing that didn't get changed was the giant mechanical spider. What is it with producer Jon Peters and Giant Spiders, anyway?
 * The original script of The Truman Show had Truman living in a fake New York City, continued the story after Truman got out of his studio, and was a lot more disturbing. The director Peter Weir had the story rewritten to make it believable that people would want to watch The Truman Show, and hence made Truman's life more idyllic and escapist.
 * Thomas and the Magic Railroad was to have featured a human villain named "P.T. Boomer". Originally, it was he who had taken Lady out for a spin and crashed her (not Diesel 10) which caused Burnett to feel guilt. Boomer's motivation against Burnett was because he had taken his love interest Tasha from under his nose, and the reason for his return to Shining Time was to seek out Lady and destroy her. He was removed from the plot as test audiences apparently found him "too scary", leaving the filmakers to plaster over whatever they could. So late was his removal that he was still seen in the trailer yelling "I'll get you, you blue puffball!" and the only scene of him in the proper movie is a motorcyclist asking directions (and his line redubbed by another actor).
 * Rowan Atkinson's character in Love Actually was originally meant to be an angel, thereby explaining his eerie familiarity with characters who had never met him before. In his final scene he was meant to disappear while walking away from Liam Neeson in the airport. The whole idea was eventually scrapped and left us with a funny, if somewhat random, performance from Atkinson.
 * In the 1970s John Boorman was contracted by United Artists to direct an adaptation of The Lord of the Rings that would have collapsed the entire story into a single film. Among the many, many changes: Gimli would have been put in a hole and beaten in order to retrieve the password to Moria from his ancestral memory. Frodo and Galadriel would have had sexual intercourse (Celeborn didn't exist in Boorman's version of the story). Arwen would have become a teenaged spiritual guide with her role as Aragorn's love interest transferred to Aeowyn. There would have been a scene where, after eating some strange mushrooms, the hobbits started having hallucinations. Frodo would have been fully naked twice (once during his healing in Rivendell, once during his torture in Cirith Ungol). Aragorn's healing of Aeowyn would have taken place on the battlefield and given sexual overtones. Basically, it would have made everyone who cares about books cry. The project ultimately proved too expensive to finance at that time. Boorman later made the Arthurian epic Excalibur where he used special effects techniques, locations, and... let's say plot embellishments intended for the Tolkien project.
 * In the Peter Jackson-directed series, Orlando Bloom originally auditioned for the role of Faramir and almost got it until the powers that be decided he would make a much better Legolas.
 * Stuart Townshend was originally cast as Aragorn but was fired before filming began. The role was given to Viggo Mortensen instead.
 * Executive Meddling at one point suggested that the entire trilogy be condensed into one film, which would involve cutting the town of Bree and the Battle of Helm's Deep, "losing or using" Sauromon, merging Rohan and Gondor by having Eowyn be Boromir's sister, shortening Rivendell and Moria, and having the Ents prevent the Uruk-hai from kidnapping Merry and Pippin. Thankfully, Jackson saw that would be "cutting out half the good stuff" and didn't do it.
 * Gus van Sant was at one point in negotiations to direct The Time Traveler's Wife.
 * He was also attached to Speed Racer. With Johnny Depp starring.
 * Speaking of The Time Traveler's Wife, the film was originally going to star Jennifer Aniston and Brad Pitt, who bought the filming rights to Niffenegger's novel before it was released to the public. However, the Real Life dissolution of their marriage (and subsequent legal settlement) scrapped the plan.
 * There are a surprising number of roles that were initially intended to be played by Anne Hathaway, namely Christine in The Phantom of the Opera, Katherine Heigl's character in Knocked Up, and Johanna in Sweeney Todd: The Demon Barber of Fleet Street.
 * Speaking of Sweeney Todd, there's the matter of all the material from the stage musical that was cut from the film. Most notably, "The Ballad of Sweeney Todd" was to be sung by a chorus of ghosts, which included Christopher Lee.
 * And speaking of The Phantom of the Opera, Hugh Jackman was apparently on the short list for the title role, but had other commitments at the time of filming. (While this wouldn't have solved all the film's problems, "Music of the Night" at least would have been awesome.) A much earlier Phantom film (late '90s) might have toplined Antonio Banderas, perhaps with Kate Winslet as Christine. And even earlier, if Andrew Lloyd Webber and Sarah Brightman (the original stage Christine) hadn't divorced when they had, she would have played the role in the film, alongside original Phantom Michael Crawford.
 * For Terminator 2: Judgment Day the original concept of the Terminator Twosome was that the T-1000 was going to have the Shapeshifter Default Form of Kyle Reese and played by Michael Biehn, making for an even more interesting switch up of the first movie. They decided that it would be too confusing and it would involve an additional emotional subplot with Sarah recognizing his features. Instead they opted for the similarly built Robert Patrick to get the big guy (Arnold) and small guy fighting each other image.
 * Billy Idol was also picked to be T-1000, but that plan was dropped when he broke his leg in a motorcycle accident.
 * Another early idea involved the Terminator and the T-1000 both being played by Arnold. This would have been confusing, and was dropped.
 * WASP singer Blackie Lawless was also considered for the role of T-1000.
 * The initially planned ending for Terminator Salvation was for John to die and Marcus to assume his appearance - then go evil and kill everyone. It was changed partly because some details were leaked and partly because it was too bleak.
 * George Romero penned a screenplay for Resident Evil that can still be found on the internet. In general, aside from making Chris Redfield into a Magical Native American and Jill's lover, the movie hangs together much better than the game it's based on.
 * Except for the robotic Hunters, Jill being the team captain rather than Wesker, Barry becoming a Scary Black Man who gets killed off, and the fact that Chris not only was Native American (Chris Red Field, get it?), he wasn't even a friggin' S.T.A.R.S. member.
 * Manos: The Hands of Fate was supposed to have a sequel, which is why Torgo escapes from the house toward the end. However, its incredibly poor quality prevented that from happening.
 * And Torgo's actor committing suicide...
 * Michael Jackson really wanted to get into acting after he became a megastar, but those ambitions never amounted to much. Among the could-have-beens:
 * Playing Peter Pan. Jackson is said to have never forgiven Steven Spielberg for not casting him in Hook (even though he would have been completely inappropriate for that version of Peter).
 * According to the book Michael Jackson Unauthorized, he had a conversation with Spielberg about playing the title character in the movie adaptation of Andrew Lloyd Webber's The Phantom of the Opera.
 * In 1993, according to Entertainment Weekly, the first round of child molestation allegations killed a Jack and the Beanstalk adaptation and an original superhero movie, MidKnight. There was also talk earlier in '93 of mounting a remake of 7 Faces of Dr. Lao with him as the title character.
 * Plans were announced for at least two film projects that never came to fruition at the Turn of the Millennium: The Nightmare of Edgar Allan Poe and Wolfed, a werewolf movie. He would have played the lead roles in both. As the Edgar Allan Poe film was going to be written by a Smallville writer and directed by the guy who made Fear Dot Com, Cracked.com declared it the "worst movie Hollywood never made".
 * The Way of the Unicorn, the Endangered One was an animated feature that would have featured his voice. Faulty reporting on this one may have led to the "Michael Jackson was involved in the long-rumored live-action The Last Unicorn adaptation" rumor.
 * According to the book The Man Behind the Mask, Jackson was willing to appear in Men in Black II for free... if Will Smith was dropped from the film so he could play the protagonist. Sony, understandably, did not think this was a great idea. He still agreed to do a cameo. The scene in question is a little awkward.
 * According to brother Jermaine's book You Are Not Alone, Jackson was all set to campaign for the role of Willy Wonka in the second Charlie and the Chocolate Factory adaptation...then he was accused of child molestation for a second time, and that became impossible.
 * In Dan Aykroyd's original treatment for Ghostbusters the film took place in the future, ghostbusting was commonplace, and the Stay-Puft Marshmallow Man would have appeared in the first twenty minutes. Ivan Reitman on the commentary for the film said that it would have cost 300 million dollars to make. To put this in perspective, Ghostbusters was made for about 30 million. In 1984 dollars.
 * Also, Dan was to have been joined by John Belushi (who died during writing, and later inspired Slimer) and Chevy Chase.
 * And Eddie Murphy would have played Winston.
 * Additionally, John Candy was the original choice for Louis Tully, but he wasn't available, so Rick Moranis was the final choice among all of the other options. And originally, Louis would've been depicted as an uptight businessman instead of the meek accountant that Rick preferred to be in that role.
 * According to the DVD commentary, John Candy isn't Louis Tully not because he wasn't available, but because he had horrible ideas for the character. He wanted to play him as an over the top German stereotype with dogs. Ivan Reitman thought that the movie already had enough dogs and everyone involved agreed that John Candy just didn't get the character (and agree that Moranis' portrayal is much funnier than any of Candy's ideas for the role). I suspect it's safe to say it's a good thing John Candy wasn't in the movie.
 * ... And now we have what the third X-Men movie would have been like if the director and screenwriter of the first two had stayed on, which would have included Cyclops NOT getting squished by a bridge, the Phoenix actually inciting mass destruction for a reason, and Gambit as the new recruit. And then there's the matter of Rogue's ending...
 * And Gambit would have appeared. Sure he would have been played by Channing Tatum but hey, it's Gambit!
 * Also, Summer Glau as Kitty Pryde instead of Ellen Page.
 * Give My Regards to Broad Street: Originally, the segment of the film after "Eleanor Rigby" proper and set in Victorian times (more or less) was to be set to normal classical music or be about six minutes shorter or both. Paul McCartney insisted on too many ideas for it to be short, and it's just as well: that segment does have a plot, and it contains a nice mixture of Foreshadowing and Red Herrings which does add some badly-needed suspense and depth to what comes later. And Paul also figured that he could write his own classical. (The piece is titled "Eleanor's Dream," part from context and part from it leaning heavily on variations of the "Eleanor Rigby" theme.)
 * Transmetropolitan starring Patrick Stewart as Spider Jerusalem.
 * Darkness Falls, in which the vengeful ghost of a murdered lady acts as a tooth fairy who kills you if you look at her, started production as a more psychological thriller simply called "The Tooth Fairy," without the murdered lady, and the actual Tooth Fairy (who has a side job as the Angel of Death) being the monster. The shift in focus came so late that an action figure based on the original Tooth Fairy design was released (and can be seen here, in all its lost glory.
 * They was originally conceived as being about evil cybernetic creatures that stole people's organs to replace their own, that could make everyone forget their victims had ever existed. The actual script wound up replacing the cyborgs with supernatural night-terrors whose victims would be dismissed as crazy if they sought help.
 * Paul Rudnick wrote the original draft of the screenplay of Sister Act with Bette Midler in mind for the lead. When she turned it down, Rudnick left the project, and it was re-tooled for Whoopi.
 * A short story about films that could have been.
 * Judy Garland was supposed to star in three MGM musicals that were made without her: The Barkleys of Broadway (which was supposed to follow up on the success of Garland and Fred Astaire in Easter Parade but instead reunited Astaire with his old partner Ginger Rogers), Annie Get Your Gun (which Garland was partially filmed in before being replaced by Betty Hutton) and Show Boat (where Ava Gardner played the part written for Garland).
 * Judy was also, much later, slated to play Helen Lawson in the extremely notorious film version of Jacqueline Susann's novel The Valley of the Dolls, but proved so unreliable by that point she never got past the screen test stage.
 * And then there's Project 880, the early "scriptment" for a little movie called Avatar. Generally speaking, it hits the same basic plot points, but is also much longer and much more detailed, explaining many things that ended up being plot holes in the final film. There are also many interesting lost subplots. Perhaps they could be sequel fodder...
 * The three henchmen at the beginning of Once Upon a Time in the West were originally to be played by Clint Eastwood, Lee Van Cleef, and Eli Wallach. Let me rephrase this: the Good, the Bad, and the Ugly step into Once Upon a Time in the West, acting all tough and badass -- and get shot down five minutes into the movie by the Harmonica. But since Eastwood was unavailable, Sergio Leone scrapped this.
 * Peter Sellers' death in 1980 affected or scuppered several projects:
 * He was to topline a remake of Preston Sturges' Unfaithfully Yours and an original comedy called Lovesick; both projects were eventually filmed as Dudley Moore vehicles.
 * Grossing Out was a satire about arms dealers to be scripted by Terry Southern (who wrote the source novel for The Magic Christian and co-wrote the Doctor Strangelove screenplay) and directed by Hal Ashby (who had directed Sellers in Being There).
 * Actually, this film wasn't made more because the studio didn't like the script (a few people at United Artists even called it one of the worst scripts they had ever read) than Sellers' death. However, Sellers being friends with Southern was the only reason why the project wasn't dropped sooner.
 * And, most famously, there was Romance of the Pink Panther, a Grand Finale for the franchise which Sellers was co-writing prior to his death and for which Blake Edwards was well paid not to be involved in. United Artists tried to revive the project as a Dudley Moore vehicle (again!), but Moore would not play Clouseau unless Edwards was involved. Edwards didn't want to shoot that script, Moore moved on, and we got the Clip Show of Trail of... and Replacement Scrappy of Curse of... instead.
 * The Private Life of Sherlock Holmes would have had Peter O'Toole as Holmes and Peter Sellers as Dr. Watson if the director's original wishes had been met.
 * And it would have been a three-hour film with an intermission intended for roadshow engagements.
 * Laurence Olivier was approached for the supporting role of Benjamin Rand in Being There -- which would have given the world the spectacle of him sharing scenes with fellow Brit superstar Peter Sellers -- but turned it down when he found out what Shirley MacLaine would be doing in the "I like to watch" scene. When you consider all the roles he did take late in life, the fact that he passed on the role that won Melvyn Douglas his second Oscar does not speak well for his judgment.
 * Darren Aronofsky was one of Christopher Nolan's choices to direct a new Superman film. He eventually decided on Zack Snyder, but it would have been interesting...
 * Before Phil Hartman's death, there were plans for him to appear as his The Simpsons character Troy McClure in a live action film. According to Matt Groening the idea never "got further than enthusiasm", but "would have been really fun"
 * Ever wondered why Flash Gordon and Ming The Merciless are included in the closing credits of A Christmas Story? It's because the script originally had a scene where Ralphie fantasizes about helping out Flash Gordon with a BB gun. It was filmed but got cut at the last minute.
 * The Magnificent Ambersons, directed by Orson Welles. Perhaps the most tragic example of this trope in cinema history, the film was re-edited by the studio while he was out the country. They then burned the footage they removed to make sure the cuts were irreversible.
 * While we're talking about Welles, he also planned, but never made, a version of Heart of Darkness
 * Parodied in the long-running "rumor" of a partly completed film by Orson Welles called... Batman.
 * John Carpenter intended the Halloween series to be an anthology franchise, each telling a completely unrelated horror story. Unfortunately, Executive Meddling forced the second film to be a direct sequel to the first, and so when he tried to re-implement the idea with the third film, there was a massive fan rebellion over how it had nothing to do with Michael Myers. This meant the later sequels also focused on Meyers leaving film three as an absurd aberration dropped in the middle of the story.
 * Carpenter and producer Debra Hill have stated several times that Christopher Lee was their first choice for the role of Dr. Loomis. He turned down the role. He now calls it the biggest mistake of his career.
 * Apparently, the part of Loomis was also offered to Lee's best friend and frequent co-star, Peter Cushing. His agent evidently hated the idea. It is unknown if Cushing ever actually read the script.
 * A scene that was never filmed for Steel would have had John Henry Irons visiting a disability counselor after Sparky ended up in a wheelchair. The counselor (in a wheelchair himself) would note John's S-Shield tattoo, and talk about the responsibility that comes with that symbol, inspiring him to become Steel. Unfortunately, Christopher Reeve couldn't make it, and without him in the role the entire point of the scene was gone.
 * Jeff Bridges was considered for the part of Travis Bickle in Taxi Driver. In fact, according to the IMDB pages, the screenwriter said he wrote the part with him in mind.
 * Kate Bosworth was the first choice for the dominatrix character of Gail in Sin City
 * Michael Madsen was originally slated to play Bud White in L.A. Confidential.
 * Final Fantasy VII Advent Children was originally going to be under an hour long, and would have only had Cloud and Tifa from the original AVALANCHE team appearing. However, due to fan expectations, more characters and plot points were introduced as the film progressed through development, resulting in its delay from the original summer 2004 release to late 2005 in Japan.
 * Ben Stiller originally wrote Tropic Thunder intending to play Tugg Speedman's agent Rick Peck himself, with Keanu Reeves as Speedman. Then, Owen Wilson was going to play Peck, but after his attempted suicide he was replaced by Matthew McCounaghey. Also, Mos Def turned down the role of Alpa Chino.
 * Monica Bellucci was originally slated to play Mina Harker in The League of Extraordinary Gentlemen, but scheduling conflicts scuppered what could have been mind-fryingly awesome.
 * Big Trouble in Little China was originally intended to be a Western, according to Word of God. The starting notion was for it to be about a cowboy who gets pulled into a weird supernatural underground on a trek to find his stolen horse. I don't remember why they said they changed it, but you can clearly see Kurt Russell (by his own admission too) still blatantly channeling John Wayne.
 * Rumor has it that Big Trouble in Little China was intended as a sequel to The Adventures of Buckaroo Banzai Across the Eighth Dimension. This is in fact not true, but may derive from the fact that W.D. Richter, the director of Buckaroo Banzai, wrote a draft of the script for Little China.
 * Hitman was screwed up in the last moment by Executive Meddling. The near-final script, floating in the Internet, has no mention of where did Number 47 come from, no mention of the infamous train swordfight scene, more backstory for Nika and the Big Bad, 47 is chased by Spetsnaz instead of the Agency, a shootout between 47 and Spetsnaz commandos on a moving train (and they're rappeling from helicopters, no less!), Agent Markov being The Man Behind the Man and Mike Whittier foiling his Plan by giving the recording from the bug he planted on him to a Russian general.
 * Guillermo del Toro's The Hobbit.
 * And his At The Mountains Of Madness. If ever there was an idea that lent itself to 3D, it would have been del Toro doing Lovecraft...
 * Back in 1998, House of the Dead was reported as being produced by Dreamworks with Bob Dylan's son as director... Instead, we get Uwe Boll.
 * Wim Wenders' Wings of Desire was originally going to end with Cassiel also becoming human...and joining Damiel and Marion for a big pie fight. This is for the better, since a wacky pie fight would be a strange way to end a film that isn't at all a comedy.
 * When production began on the first Police Academy movie, Bruce Willis, Judge Reinhold, Tom Hanks, and Michael Keaton all auditioned for the role of Carey Mahoney, before it ended up going to Steve Guttenberg.
 * Also, Warner Bros. originally offered the role of Commandant Eric Lassard to Robert Conrad, who turned it down and regretted it later.
 * 200 Motels, Frank Zappa's intended fantasy about the things that can make a band go crazy during a tour, had a series of troubles during the production, finishing with only a third of the script filmed. A new plot was made in the editing room with the material gathered, and was released in 1971.
 * Also by Zappa, was 1969 project Uncle Meat, which was aborted in an even earlier stage of production. A direct-to-video release in 1987 gathered the little that was filmed, including behind the scenes and footage of live concerts with spoken and musical material that were to be worked upon in the film. Although the movie project remained in obscurity, the soundtrack was released in 1969 and is regarded by fans as a high point in Zappa's career.
 * Vileness Fats, an abandoned project of avant-garde multimedia band The Residents, had only two-thirds of an unfinished script filmed. Two condensed versions were released, in 1984 and 2001. The story dealt with the war between the village of Vileness Fats and the Atomic Shopping Carts.
 * A feature film featuring the Sex Pistols called Who Killed Bambi? started production in 1978. The director was Russ Meyer and one of the writers was Roger Ebert. After only a few days of filming had been done the studio pulled the plug.
 * Extensive changes were made from the early scripts of Hellraiser Bloodline. A notable one being that Angelique was supposed to be served by a troupe of demon clowns, leading to a sort of Order Versus Chaos dynamic between her and the Cenobites. The movie kept one scene from this, in which Cenobite Angelique admires her human form in a mirror. Other changes include the fates of characters, and an added backstory for the Twin Cenobite, who's origin was left unknown in the original script. By and large, the script was far more well received by the fans then the movie itself.
 * For Crouching Tiger, Hidden Dragon, Ang Lee originally wanted Jet Li for Chow Yun-Fat's role and Shu Qi for Zhang Ziyi's. Jet Li turned it down due to his wife's pregnancy, Shu Qi was pulled out of the film by her manager - to do a Coca Cola commercial, no less.
 * Not even Snopes can confirm if it's true or not, but supposedly the original version of Smokey and the Bandit Part 3 (Smokey IS the Bandit) had Jackie Gleason playing both Buford T. Justice and his current quarry, which proved so confusing for test audiences that the film was reshot with Jerry Reed in the latter role.
 * It's true. Oh it's damn true.
 * Inglourious Basterds: Who wants to try imagining Adam Sandler as the Bear Jew, Simon Pegg or Tim Roth as Lt. Archie Hicox, and/or Leonardo DiCaprio as Col. Hans Landa? Hard, isn't it?
 * The Sandman, as directed and written by Roger Avary with aid from the guys who went on to write Pirates of the Caribbean. The original script blended Preludes and Nocturnes and A Doll's House with the meeting of the Endless that opens Season of Mists, so you have Morpheus trying to reclaim the symbols of his office while trying to stop The Corinthian from using Rose Walker to take over the Dreaming. Then Jon Peters (yup, that guy again) got his hands on the script, and tried to insert, among other things: Morpheus in tights; Morpheus talking even more pretentiously than he already does; Morpheus engaging The Corinthian in hand-to-hand combat; and that damned mechanical spider. Gaiman took one look at the script after Peters was done with it, declared it a work on unparalleled crap, and the film has rested in Development Hell ever since.
 * The feature film version of Who's Afraid of Virginia Woolf? was projected to star Henry Fonda as George and Bette Davis as Martha, which would have made the famous "What a dump!" scene that much more deliciously ironic . The then-very-hot couple of Richard Burton and Elizabeth Taylor professed interest in the project and the original casting was scrapped.
 * I Am Legend initially began development as a project for Ridley Scott to direct and would have starred Arnold Schwarzenegger and Jennifer Connelly. Due to budget reasons, this version never happened and instead we got the Will Smith version.
 * Gremlins was initially envisioned as a much darker and more violent film, with the Gremlins actually EATING people alive, and no good mogwai like Gizmo. The first draft (which Joe Dante never even read) had the main characters as prepubescent children, Steven Spielberg had that changed because he found that to be too similar to ET the Extraterrestrial. You can read the second draft of Gremlins Here.
 * If you thought The Garbage Pail Kids Movie was bad, then you might want to hear what story creature effects creator John Buechler had in mind for the film when he was considered as a director: "Oddly enough, I was actually up to direct this thing at one time, but they didn't like my take on it. I would have made it a dark horror film, the kids would have been spawned from radioactive sludge which found it's way into a garbage can filled with broken dolls. The Garbage Pail Kids would have been of course killers, but nobody liked that scenario... Think a bunch of grotesque Chuckys running around..." Yikes
 * Brian Blessed was originally cast as Odin in Thor, but was recast with Anthony Hopkins.
 * This article explains what Paramount Pictures had in mind for Twilight the movie, since they originally picked up the rights to it. Their script versions changed Bella from a clumsy damsel to an Action Girl track star who became a vampire in the first movie rather than the final movie. In some versions, her dad also died. The studio also wanted to focus more on action elements to pull in a male audience. (In their words, the book was just becoming popular at the time, and they didn't think it had the fan base to sell the love story alone). So they added a Korean FBI agent who hunted vampires and SWAT officers and vampires fighting each other in the woods. Stephanie Meyer was understandably not pleased. Paramount lost interest and Summit Entertainment picked it up and made a more faithful-to-the-book adaptation. One can't help but wonder why Paramount didn't just make their own vampire movie instead of bothering to get the rights to Twilight with the intention of changing everything
 * Chris Columbus almost directed the first Twilight film. This would have resulted in the Harry Potter and Twilight movie franchises both being started by the same man.
 * Sam Jackson auditioned for the role of Mr. Orange's contact in Reservoir Dogs. There was also a point during the preproduction for Pulp Fiction when he was nearly replaced in the part of Jules by Phil Calderon (who went on to play Paul the bartender). Jackson got wind of the possibility, went back and re-auditioned, cementing himself as Jules.
 * Originally, Jaws 3 was supposed to be a parody, done by National Lampoon, called Jaws 3: People 0, with a shark killing off all people linked to Jaws, starting with Peter Benchley in a swimming pool. It probably would have been a damn sight better than the crap we got instead.
 * When Grease became a huge hit, there were plans for at least three sequels and a TV series. However, when Grease 2 bombed, these plans were scrapped.
 * In the DVD special features for Freddy vs. Jason, it's mentioned that the writers had, not too seriously, considered ending the film with a scene of both of its superstar killers in Hell, charging at each other in a rage ... only to be ensnared in chains, and confronted by Pinhead from the Hellraiser films, saying: "Gentlemen, is there a problem?" This one never even got past the level of a production-crew joke, as New Line never had the rights to Hellraiser or its characters, but still rates a mention as a What Could Have Been.
 * One of the sequel ideas involved the two teaming up to fight Michael Myers. The other involved Ash joining the fray (this would later be done in comic book format).
 * This website has a huge amount of unmade Kaiju films on it. some of them we'd rather stay unmade, like Crackodile, but others like King Kong Vs. Frankenstein and Ray Harryhausen's unmade film Force of the Trojans makes one nostalgic for the greatness that never was
 * There was also the infamous Stanley Kubrick Napoleon movie, which was scrapped because a big budget film about the battle of Waterloo starring Rod Steiger as Napoleon had tanked at the box office, which caused studios to back off financing Kubrick's Napoleon epic. He made A Clockwork Orange instead.
 * Do not forget about Francis Ford Coppola's unmade film Megalopolis, about an architect who tries to bring about Utopia in New York, supposedly after some great disaster
 * David Lynch has had a few projects that turned out like this, including his followup to Eraserhead, "Ronnie Rocket, and the film "One Saliva Bubble"
 * Anybody curious about what would have happened if Ayn Rand's unmade film "Red Pawn" about a woman trying to free a prisoner from Soviet Russia were ever made?
 * Joss Whedon, hired to script doctor the first X-Men movie, did a complete rewrite. It got thrown out except for a couple of lines.
 * The most notorious being:


 * The standard explanation of this is that among the other things removed were Toad having a Catch Phrase that made this line an Ironic Echo. In the released film, its a Non Sequitur instead.
 * Giorgio Moroder won rights to produce his 80s pop-music version of Metropolis, outbidding David Bowie.
 * George Miller was set to make a live-action Justice League film that had been cast. Armie Hammer (the twins from The Social Network) was cast as Batman and said that he had underwent costume tests and put on the Batsuit. The other cast members included Common as Green Lantern, Adam Brody as the Flash, and supermodel Megan Gale as Wonder Woman. Weta Workshop was attached to create the costumes and visual effects for the film before its cancellation in 2008.
 * The original protagonist in the screenplay for Gregg Bishop's Dance of the Dead was not Jimmy, but a troubled girl named Lucy who was going to move into town at the beginning of the film, and the zombie epidemic was going to be one more example of trouble that followed her. On the first day of shooting, the girl meant to play Lucy walked onto the set and told the filmmakers she didn't want to do it anymore, forcing them to completely write her out of the story completely. As explained on the DVD commentary, they didn't know it at the time, but this was a blessing in disguise, because once they started shooting the film as we currently have it, they realized the character of Lucy completely sucked.
 * The film Old School was originally written to be a comedic parody of the film Fight Club. However, the studio decided that film wasn't well known enough (at the time the script was written, the film was only known as a box office flop) and instead became more of a film in the vein of Animal House and the director's previous film Road Trip. However, some pieces of the original script remain in the final film (such as Luke Wilson's character never having to pay for anything at the local diner).
 * There are several horror movies that never were on this list, some of which have been mentioned here, but amongst those that haven't:
 * A sequel to the bizarre horror film Society, supposedly giving greater detail on the society of
 * Kalidescope, an Alfred Hitchcock film about a serial killer that was supposed to be made with all new filmmaking techniques
 * Two sequels to Peter Jackson's Bad Taste!
 * House Of Reanimator, a sequel to the Reanimator series that has a plot involving Herbert West re-animating the effing Vice President of the USA!
 * The Steven Spielberg film Night Skies, a film about aliens tormenting a family, which evolved into ET the Extraterrestrial when Spielberg wanted to do something less dark, and latched onto a subplot about a friendly one of the aliens befriending the family's child to build a movie around. Supposedly Rick Baker made a really cool special effects model for one of the aliens, but there appears to be no pictures of it around.
 * Howard Stern was going to originally make a Fartman movie, which supposedly had a pretty good script, but the deal fell apart over the fact that Stern didn't want to relinquish the merchandising rights.
 * This topic has an excellent overview of some great SF films never made. Notable ones include:
 * Several unmade sequels to The Abominable Dr. Phibes
 * Several unmade Ed Wood movies, including Ghouls On The Moon, The Day The Mummies Danced, Beach Blanket Bloodbath, Dr. Ackula, The Ghoul Goes West, and two pilots for his TV show.
 * George Romero's The Stand
 * Hammer Horror's Vampirella
 * Screaming Room Only, a film about a psychic, tormented teenager who psychically manifests various monsters against his tormentors.
 * A cracked-out horror film called Bloody Twilight starring John Carradine and Lon Cheney Jr. as themselves (Although in this film Carradine is literally a real vampire, and Chaney a real werewolf), hypnotizing hippies to kill directors they felt had wronged them.
 * A Macekre of Godzilla's Counterattack called The Volcano Monsters with all new footage for the human actors and the story partially set in Chinatown to explain all the Asian architecture. Godzilla and Angirus would have been turned into an ordinary T-Rex and Anklyosaur.
 * A movie to be produced in the 70s by Charlie Chaplin shortly before his death called The Freak about a woman in South America with wings.
 * Choice Cuts, a film about a guy cut up to provide parts for Vietnam Veterans who's head was preserved by a mad scientist. Due to a tumor he can control these parts from a distance and inducing their holders to kill. At some point in the movie the guys' girlfriend would have found his head and taken it to recover all his parts.
 * Apparently the short that this trailer is for, about a man with an ice cream cone for a head on the run from the mob, apparently was going to be made into a movie, called Swirlee. It was supposed to be fairly serious, described as "Dick Tracy and Edward Scissorhands meets Mean Streets". But, unfortunately, the execs didn't get it and wanted to make it a kids movie. And thus it stayed unmade.
 * Charles Band has a huge amount of these. Most notably, there was proposed an epic three-part Puppetmaster trilogy where the puppets would fight the Mummy, Dracula, and Frankenstein's monster.
 * Christopher Nolan initially thought of Inception as a horror film, before deciding to turn it into a heist movie. The shade haunting Cobb throughout the film was originally going to be his business parter, but Nolan changed it to his wife since he felt that created a stronger emotional connection between the two. He also saw it as a small, low budget affair but we all know how well that turned out.
 * Nolan's initial casting choices were also interesting. James Franco for Arthur, Evan Rachel Wood, Emily Blunt, Rachel McAdams, Emma Roberts, Jessy Schram, Taylor Swift and Carey Mulligan for Ariadne, Brad Pitt and Will Smith for Cobb, Kate Winslet for Mal,
 * Before things turned out the way they did, Caligula was intended to have Spiritual Successors, including one film based on Catherine the Great.
 * The 1984 comedy Best Defense with Dudley Moore and Eddie Murphy originally only starred Moore. When it tested poorly, they filmed extra scenes featuring Murphy (who doesn't interact with any of the other characters) and inserted them in, hoping it would attract people to the film. Unfortunately, the movie was blasted by critics and was a flop with audiences.
 * Amongst the most famous is Peter Jackson's aborted Halo film. Neill Blomkamp was to direct it, and when it fell through, Jackson gave Blomkamp $30 million to go make a feature version of his short film "Alive in Joburg". The result was District 9, making it a case where What Could Have Been still resulted in something awesome.
 * Both Mighty Morphin Power Rangers and Turbo a Power Rangers Movie. For MMPR, the film would have been done in the style of the TV series. Originally, the team was to wear helmets that exposed their faces, but was decided against. There was also supposed to be a training montage when the team receives their powers as well as a battle with a Queen Tengu. For Turbo, it was supposed to have been a team up with the original team and the Turbo team. There was also supposed to have been a better explanation as to why the team went from the Zeo powers to Turbo powers. There are many more to be said, but that would probably fill up an entire page!
 * This 1996 trailer for Blue Planet, a planned animated movie by then Rainbow Studios (now THQ), with a console game tie-in. The studio was unable to put together the funding; and the existing animation sequences were incorporated into the game, which was released as Deadly Tide. For a while after the film project was dropped, a number of fans created a (now defunct) website called savetheblueplanet.com to try and drum up enough support to get the film made. The trailer developed a large fanbase, mainly for its opening sequence Take That at Disney/Pixar films Toy Story and A Bugs Life, and use of Rob Zombie's "More Human Than Human" as the soundtrack.
 * Alejandro Jodorowsky and Marilyn Manson were planning to team up on a sequel to El Topo called Abelcain, which was supposed to be ready for a 2005 release. However, budget problems and a lawsuit with El Topo's American distributor Allan Klein over royalties and sequel rights caused the project to get delayed and later canceled. The lawsuit was eventually settled and El Topo got a DVD release in 2007.
 * In Men in Black, the Arquillians subplot was originally going to involve the Baltians, a rival alien race that was going to return a galaxy to the Arquillians as a sign of peace. Scenes from this version of the film can be seen in the "Metamorphosis of MiB" featurette on the DVD.
 * Originally, the 2010 Robin Hood (2010 film) film was supposed to have been a film called Nottingham, which have had the Sheriff of Nottingham as the main protagonist instead of Robin Hood. The plot would have essentially been the Sheriff investigating a series of murders in Nottingham, with Robin Hood as the main culprit. Robin Hood himself would be a Jerkass, but ultimately innocent and being framed, and the film's climax would have been the city being sieged by the armies of both Prince John and King Richard as the Sheriff desperately tried to find the identity of the killer. And the Sheriff would have done this using actual 12th century crime investigation techniques. However, when Ridley Scott was signed on as director he immediately changed the film into a more conventional Robin Hood story.
 * At one point, Alan Rickman was being considered for the lead role in Four Weddings and a Funeral. The writer, Richard Curtis, fought for him, but in the end it was decided he was too old for the part.
 * Jeanne Tripplehorn was originally cast as Carrie, but had to back out for personal reasons. Melanie Griffith and Brooke Shields were both offered the part, but turned it down.
 * Rowan Atkinson's part was nearly done by Michael Sheen, since the producers were worried about it being The Cameo.
 * Advise and Consent almost had Dr. Martin Luther King, Jr. cast as a senator from Georgia.
 * Peter Jackson was asked to write a script for what would have been the sixth A Nightmare on Elm Street film: His idea would have started out with a weakened Freddy Krueger who no one takes seriously anymore, to the point where teens made a game of deliberately going to the dream world to beat him up. Once Freddy does start gaining power again, the main plot is kicked off by a boy having to enter the dream world to rescue his father. This script was never used and we got Freddy's Dead: The Final Nightmare instead.
 * Wes Craven had proposed the concept of Freddy invading the real world and coming after people who were working on a Nightmare On Elm Street sequel back when they were starting to develop the third movie: Much later he used the same basic idea for Wes Craven's New Nightmare.
 * Speaking about Wes Craven's New Nightmare, Wes Craven wanted Johnny Depp to make a cameo but didn't ask him since he was working on Ed Wood at the time. After the film was released, Craven bumped into Depp and told him about it. Depp said he would have done it if Craven had asked.
 * Robert Altman had a few movies that never got made due to other circumstances. The first was Wild Card, which was a baseball comedy with Bill Murray as a pitcher trying to lead his team into the then-new Wild Card spot in the MLB Playoffs. The project got scrapped days before filming was to start due to a president change at MGM and the new president feeling the film was too expensive. The second was a film called Paint, which was a comedy about an art heist and the suspects in the robbery. This was set to start filming in early 2004 but Altman contracted cancer (which he eventually passed away from in 2006) and the film had to be canceled.
 * In the early 1990's, two adaptations of The Three Musketeers were in the works. The first one (by Disney) was completed and released in 1993. The second one (by Tri-Star Pictures) was canceled in pre-production due to the other film. Who was attached to play D'Artagnan in this version? None other than Johnny Depp.
 * Harrison Ford was Stephen King's personal choice to play Jack Torrance in The Shining. Before casting Jack Nicholson, Stanley Kubrick had also considered Robert De Niro and Robin Williams.
 * Ford was also almost cast as the lead in Kubrick's Eyes Wide Shut.
 * Saw. There were originally supposed to be 8 films, but because of Saw VI's lackluster box office draw, the producers stepped in and condensed what would have been Saw VII and VIII into Saw 3D. (see Executive Meddling.) We can only guess how much was lost when this happened.
 * Early attempts to adapt V for Vendetta to film were a lot more... surreal than what was eventually produced, and included such things as the various government agencies (the Eye, the Finger, etc) being based out of buildings shaped like the organs they were named after, Britain reduced to 1880s-level technology, and the fingermen being mutated, satyr-like creatures.
 * In the late 90s, Max Fleischer's son Richard "Dick" Fleischer worked on a full-length Betty Boop movie. A prequel following Betty's rise to fame in the Golden Age of Hollywood, it would have had legendary Broadway star Bernadette Peters voicing Betty, and it would have introduced Betty's estranged father Benny Boop into official canon. It was eventually cancelled due to a change in management at MGM, but some of the music and storyboards can be seen here.
 * According to some accounts, following the success of Mr. Deeds Goes to Town, Frank Capra planned a sequel, in which Mr Deeds would find himself involved in politics. However, Gary Cooper wasn't available to reprise the role, so Mr Deeds became Mr Smith.
 * After their great success in Mary Poppins, Julie Andrews and Dick Van Dyke were to be reunited in a film version of the wonderful Broadway musical She Loves Me. Alas, a series of big-budget musical flops (not least among them Andrews' Star!) resulted in the project being cancelled.
 * In an interview, Lars von Trier stated that he hated the way Peter Jackson's Lord of the Rings films ended up, with too much dependance on special effects and the like, and claimed that he could have done a much better. This editor would have loved to see the result of THAT.
 * American Beauty had a strange dream sequence where Lester imagines he is flying cut late into production. A much more significant change completely altered the film's point of view: the film originally would have begun and ended with Ricky and Jane on trial for.
 * The original Planet of the Apes concent was like Boulle's novel, with the apes in an advanced society, but budget constraints forced the switch to a primitive society.
 * Beneath went through several script drafts. One by Boulle had an uprising led by Nova and Taylor's son, Sirius, and ended with the apes losing their intelligence and going wild again. Zira and Cornelius take suicide pills to avoid it. A later script had a story much like the filmed one, but with more Taylor. It was altered when Heston didn't want to do the sequel. It would have ended, though, with the bomb only destroying the Forbidden Zone and humans and apes living in peace. Test makeup was done with an ape/human hybrid child, but it was abandoned for fear it'd cause an uproar. An ominous ending was going to include a group of mutated gorillas emerging from the ruins to shoot a dove in blatant symbolism.
 * A script was prepared for a remake back in the mid 90s that had little resemblance to the earlier stuff. It had a scientist going back in time to stop a virus that was ravaging humanity, causing babies to be born dead of old age. In the past, apes and humans vied for superiority, and the protagonist and the female scientist that followed him had to escape the apes and stop them giving a DNA-altering virus to the film's version of 'Mitochondrial Eve'.
 * Another remake script began with a variant on the babies born old, but was closer to Boulle's original novel afterward, having astronauts travel to a world five light years away and finding the apes 'aping' our society, complete with TV shows, movies, fast food, candy, ect.
 * All these scripts are here for the viewing http://pota.goatley.com/scripts.html
 * Edward G Robinson was originally cast as Zaius in the first film, but his ill health didn't mix well with the makeup, and he had to remove himself from the film, after which Maurice Evans replaced him.
 * Linda Harrison did makeup tests for the part of Zira, but ultimately played the mute savage Linda instead.
 * One of the earlier scripts for Escape has the three ape-o-nauts viewing the dying Earth from their space capsule before going back in time. An original script draft showed more of the rapid evolution of the apes from primitive to intelligent and showed the progression of apes from pets to slaves. Caesar leaving the circus, then trying to survive in the desert and being captured by a company that sold apes. Breck was a man whose wife was killed by an ape, and who mistreats Caesar, inciting his revolution. It's also interesting to note that Caesar passes himself off or parts of the film as a deformed human.
 * Conquest originally ended with Caesar's yell of "That day is upon you NOW!" and the apes beating Governor Breck to death. Extra footage was added with dubbing of more dialogue to give the film a more hopeful tone.
 * ''Battle' went through several script drafts as well, the earlier version depicting a human leader named Nimrod (really an ancestor of 'Beneath's Mendez. A bomb destroys much of the city from Conquest, and the humans and apes flee to another area. It still involved ape-mutant battles but had Caesar more dictatorial and militant than in the final film, partially due to the death of his wife while she was giving birth. Anger against the humans almost resulted in them all being rendered mute, but this is narrowly averted by a hidden microphone in the coffin of Caesar's wife Lisa that allows someone to whisper to him in 'her' voice. The film ends with precursors to the original, setting up the Forbidden Zone and making anti-human proclamations revealing him to be the first film's Lawgiver.
 * The original concept of the 2001 Planet had Thade as an albino gorilla, but a chimp was thought more menacing.
 * The reboot had earlier drafts with a sympathetic vet character working at the lab who becomes involved with Will, but this was later replaced by the zoo vet character. Before the character of Will's father with Alzheimer's, there was a draft with the lead humans being a geneticist and his wife with the disease.
 * Nosebleed was a film that had its production started in 2001 where a window washer of the World Trade Center played by Jackie Chan foils a terrorist plot. The film got scrapped for obvious reasons.
 * In 2006, Icon Productions said that it would adapt the book A Great and Terrible Beauty by Libba Bray into a movie. However, for whatever reason Icon relinquished the rights to the film and it will not be made in the forseeable future.
 * The musical Dream Sequence in Carefree was supposed to be filmed in Technicolor. This explains the song title, "I Used To Be Colorblind."
 * Apocalypse Now was the communal property of American Zoetrope; it was heavily developed by George Lucas, who wanted to direct it. However Francis Ford Coppola overruled him and took it for himself. One cannot help but wonder how different George Lucas's career would've been if he'd spent those months of hell in the Philippines instead of Coppola.
 * Of course, the idea was much older, originally having been shot during the 60s, on location in Vietnam in 16mm using real soldiers (and a real war), but this was scrapped, partly for safety reasons. Lucas had also made the film differently with Milius, with the ending being a scene where Willard and Kurtz defend themselves from an attack using a machine gun which Kurtz manned.
 * There were once plans for a sequel to Gladiator, written by none other than Nick Cave. And what wonderfully batshit plans they would have been, with Maximus finding himself before the Roman gods (who are slowly dying), getting resurrected, and fighting to protect the persecuted Christians. Also, he'd be immortal, and the film would show him fighting throughout history, ending with him in the halls of the Pentagon.
 * There were plans in The Seventies to adapt Promises, Promises, the Broadway musical version of The Apartment, into a movie. The plans got as far as Burt Bachrach and Hal David writing additional songs for it; one of them, "Seconds", would be recorded by Dionne Warwick.
 * Sammy Davis, Jr. wanted to play Bill the candy store owner in Willy Wonka And The Chocolate Factory, but the film-makers dismissed the idea as "kitschy", so the part went to Aubrey Woods instead. Davis then covered "The Candyman", and thus the song he would have sung in the film ended up being strongly associated with him anyway.
 * The original Buffy the Vampire Slayer film was closer in tone to the television series. But Whedon was just a scriptwriter then, and after the script was sold, the film was changed so much that even the creator said "They Changed It, Now It Sucks".
 * There's been talk for a few years now of a remake of the film, but Whedon wouldn't be involved much and no TV series characters would appear. This is because of a legal mish-mash made by the selling of the film script-the film is owned by the people who originally bought the script, but the series is still owned by Whedon and 20th Century Fox. Neither the actors or the fanbase were happy at all about it. Fortunately, it appears to have been shelved for now.
 * Highlander: The Source went trough many script rewrites and a director change during its production. In its earliest stage, director of the original film Russell Mulcahy was supposed to do the film, and it was to be a prequel.
 * The original version of Mystery Science Theater 3000: The Movie would have been an origin movie showing how Joel Robinson got captured and tossed up on the Satellite of Love, but fights with an executive working with the movie lead creator Joel Hodgson to leave Mystery Science Theater 3000 halfway through season 5.
 * There was a fifth host segment that was lopped out for some unknown reason. The host segment would have had an asteroid hit the Satellite of Love, damaging the air supply. Not a big deal, but Mike Nelson isn't Batman. So, the bots end up springing in to save the day and restore the air to the Satellite.
 * As well, there was an alternate ending to the movie. It would of had Dr. Forrester teleporting the Metalunan to Deep 13, who'd chase him around. At the same time, Crow would use the chainsaw he found in Tom's room to resume his tunneling to Earth.
 * A Cracked.com Photoplasty lists 21 Real Deleted Scenes That Completely Change Famous Movies.