Hollywood is full of what-ifs, and none are more fascinating than when big-name directorsalmost directed moviesthat went on to achieve massive success. These instances get viewers thinking about alternate histories and questioning if some of thebiggest franchises of all timeorthe most inspirational sports movieswould have had the same impact with a different director at the helm. There are plenty of movies that have left their mark on popular culture, and it’s impossible to know how they would have turned out with a different creative voice calling the shots.

Many of thebest films of all timewere almost directed by a different filmmaker, as greats like Steven Spielberg, Ridley Scott, and Quentin Tarantino have turned down more movies than they ever made. Iconic series likeJames Bond,Harry Potter, andStar Warswere offered to plenty of big-name directors who ultimately decided the project wasn’t for them. Whileit’s impossible to know how these films would have turned out, just to know these directors were offered a chance to make them makes for fascinating food for thought.

Sylvester Stallone in Rocky

10Ralph Bakshi

Rocky (1976)

While director Ralph Bakshi carved out his legacy, by making cult classic animated movies such asFritz the Cat,Wizards, andThe Lord of the Ringsduring the 1970s, he also helmed a very different kind of film. That’s becauseBakshi revealed that he “threw away millions” after he rejected the chance to directRockywhen Sylvester Stallone personally gave him the script and said he wanted him to make it (viaEmpire Magazine.) This iconic movie would go on to become the most famous underdog boxing story of all time, but it was directed by John G. Avildsen.

“I Threw Away Millions”: Cult Classic Director Reveals Why He Rejected Rocky After Sylvester Stallone Personally Brought Him The Script (& Then Slept In His Car)

A cult classic director reveals why he rejected Rocky after Sylvester Stallone personally brought him the script, and then slept in his car.

Bakshi said Stallone approached him first because he was a fan of his movieHeavy Trafficand that after giving him the script, the futureRockystar asked for a place to sleep. However, Bakshi said he turned it down because he didn’t want to leave animation behind and asserted that had he taken the opportunity he “could have been the richest man in Brooklyn!” While this is a fascinating what-if, it’s hard to know if Bakshi’sRockywould have included the same iconic montages, training sequences, or emotional heft that made Avildesen’s version such a beloved classic.

Official poster for Rocky

Rocky

Cast

Rocky tells the story of Rocky Balboa, an underdog boxer from Philadelphia who gets an unexpected shot at the world heavyweight title. The film explores Rocky’s personal and professional struggles, his romance with Adrian Pennino, and his journey toward self-respect and determination.

9Ridley Scott

Top Gun: Maverick (2022)

Making a legacy sequel to such an iconic movie asTop Gunwas always going to be a risky move, and it was clear this long-anticipated follow-up would take a filmmaker of extraordinary skill. While the original director, Tony Scott, was sadly no longer alive to oversee a sequel, many felt the next best thing would be his fellow filmmaker brother Ridley, who had made classics likeAlien,Blade Runner, andGladiator. Ridley even said he was offeredTop Gun: Maverickbut turned it down (viaHollywood Reporter) because “I don’t want to follow my brother.”

Ridley Scott Reveals The Emotional Reason Why He Didn’t Direct Top Gun: Maverick

Ridley Scott explains why he turned down the chance to direct Top Gun: Maverick, the legacy sequel to his brother’s original Top Gun movie.

While both Scott brothers each made massively successful movies that have connected with mainstream viewers, Ridley rightly asserted they make very different kinds of films. While Tony was “interested in today,” Ridley said his “stuff is either historic, fantasy, or science fiction.” While to the average film fan,Ridley sounded like the perfect director forTop Gun: Maverick, Tony’s older brother didn’t feel comfortable taking on his sibling’s sequels, and this Tom Cruise follow-up was instead directed by Joseph Kosinski to incredible success, grossing $1.496 billion worldwide.

Tom Cruise as Pete Mitchell in Top Gun Maverick

Top Gun: Maverick

Top Gun: Maverick is the sequel to the 1986 original film starring Tom Cruise as Pete “Maverick” Mitchell, a top-tier pilot in the Navy. Thirty years after the original film’s events, Maverick is asked to head up a section of the TOP GUN program to embark on a dangerous mission. Things become personal when the program includes the son of Maverick’s late friend, forcing him to confront his past.

8Steven Spielberg

Harry Potter and the Philosopher’s Stone (2001)

WhiletheHarry Potterfilm franchise is known today as a notable British series, things were almost very different, as Steven Spielberg could have first led the series. The famed American filmmaker behind family-friendly classics likeE.T. the Extra-Terrestrial,Jurassic Park, andA.I. Artificial Intelligencewas given the opportunity to adapt J.K. Rowling’s beloved fantasy series. However, Spielberg said he had a tough decision to make, and accepting the job would mean having to relocate away from his family in Los Angeles to the United Kingdom.

According toVariety, Spielberg said this decision represented how “art and family will tear you in half” and that there were several films he chose not to make because of this conflict. The firstHarry Potterwas one of them, which Spielberg envisioned as an animated film that would have looked far different from the beloved Chris Columbus version audiences know and love today. While Spielberg surely would have done something special with this source material, it’s hard to imagine anything more iconic than the original film version ofHarry Potter.

Top Gun Maverick Latest Poster Tom Cruise

Harry Potter and the Sorcerer’s Stone

Harry Potter and the Sorcerer’s Stone - known as Harry Potter and the Philosopher’s Stone in the US - follows the titular Harry Potter as he discovers he has magical powers. Living with his cruel aunt and uncle, the orphaned Harry lives a challenging life that is changed when he meets a gentle giant named Hagrid, who spirits him away to Hogwarts School of Witchcraft and Wizardry.

7Guillermo Del Toro

Harry Potter and the Prisoner of Azkaban (2004)

As one of the most successful movie franchises of all time, it’s no surprise that plenty of major names were in the running to direct the many sequels in theHarry Potterseries. One important name that added a darker and more mature tone to the series was Alfonso Cuarón, whose take onHarry Potter and the Prisoner of Azkabanwas one of the best in the whole series. However, another legend of fantasy filmmaking, Guillermo del Toro, was also in the running to adapt the third book in J.K. Rowling’s iconic series.

While Del Toro has directed some indisputable fantasy classics such asPan’s Labyrinthand Best Picture winnerThe Shape of Water, he also has experience with major franchise properties such as his work as co-screenwriter, producer, and almost director ofThe Hobbitfilms. However,Del Toro said the one movie he regrets not making was aHarry Potterfilm(viaIndependent.) While Del Toro said the movies felt too “bright and happy” for him, when he saw Cuarón’s darker adaptation, he couldn’t help but wish they would ask him to direct a future installment, but that chance never came.

Harry Potter and the Sorcerer’s Stone Movie Poster

Harry Potter and the Prisoner of Azkaban

Harry Potter and the Prisoner of Azkaban: In Harry’s third year at Hogwarts, he faces more complex magical challenges and encounters fear-inducing Dementors. The escape of the notorious wizard Sirius Black from Azkaban casts a shadow over the school year, presenting new threats and mysteries for Harry and his friends to unravel.

6Nicolas Winding Refn

Spectre (2015)

From Alfred Hitchcock to Quentin Tarantino, plenty of filmmakers have directed aJames Bondmovie. One notable example was theDrivedirector Nicolas Winding Refn, who told theTelegraphhe turned down the fourth movie in Daniel Craig’s era as the MI6 agent 007. While Refn said he was approached by Eon Productions about making the film, he turned it down because he was not interested in franchise work, and the project ultimately went to Sam Mendes.

Instead, Refn decided to carve out his own legacy in the spy genre with a film titledThe Avenging Silence, which was describedvia social mediaas “Ian Fleming + William Burroughs + NWR = The Avenging Silence” accompanied by images of Fleming’s novelDr. Noand Burroughs’s novelThe Soft Machine. However, despite announcing the project in 2016,The Avenging Silencehas yet to be released.

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Spectre

Spectre, released in 2015, is the 24th installment in the James Bond series, starring Daniel Craig as the legendary MI6 agent. As Bond follows a cryptic lead from his past, he uncovers the shadowy organization SPECTRE, while M faces political challenges to protect the secret service’s existence.

5Darren Aronofsky

The Wolverine (2013)

The X-Menfilm series was packed with mutant superheroes who have carved out an important place in popular culture, yet none were as iconic as Hugh Jackman’s portrayal of Wolverine, a hero who has gained even his own spin-off series. The second of these wasThe Wolverine, directed by James Mangold, although it could have almost been a very different film, as Darren Aronofsky was originally hired to direct the project.Aronofsky was known for his transgressive and psychologically probing work, such asRequiem for a DreamandBlack Swan, which pushed audiences outside their comfort zone.

When Aronofsky was first linked toThe Wolverine, Jackman promised this new version would be “out of the box” and a much darker version with “meat on the bones” that would leave audiences thinking long after they leave the theater (viaVulture.) However, Aronofsky exited the project after realizing it would take him out of the country for too long, and Mangold stepped in to take his place (viaHollywood Reporter.) The results were fine, andThe Wolverinegrossed an impressive $414 million at the box office (viaBox Office Mojo), but it didn’t exactly reinvent the character in the way Jackman promised Aronofsky’s version would.

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The Wolverine

The Wolverine: This film follows Logan, portrayed by Hugh Jackman, as he undertakes a transformative journey in Japan. Confronted by his most formidable adversaries, Wolverine is pushed to his physical, emotional, and mortal limits while navigating challenges that alter his life and identity forever.

4Ava DuVernay

Black Panther (2018)

Ava DuVernay gained widespread prominence for her powerful exploration of Martin Luther King Jr. and the civil rights movement in the excellent historical dramaSelma. This effective portrayal put her in the running to put her stamp on the Marvel Cinematic Universe by directingBlack Panther. As a Marvel hero with a rich legacy in addressing racial issues and whose setting in the fictional country of Wakanda could have given DuVernay a lot to work with, the director still decided to reject the project.

While DuVernay said it would be “pretty revolutionary” to lead to a film with a Black superhero as the star, she ultimately realized that having to fit into the MCU meant “It really wasn’t going to be an Ava DuVernay film”(viaVulture.) Instead,Black Pantherwas directed by Ryan Coogler and starred Chadwick Boseman as the titular hero.Black Pantherwent on to gross over $1 billion and became one of the most successful and critically acclaimed entries in the entire MCU.

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3David Fincher

Spider-Man (2002)

Long before the Marvel Cinematic Universe or even Christopher Nolan’sThe Dark Knighttrilogy revolutionized the superhero genre, Sam Raimi was adding humor and intrigue to the legacy of Peter Parker with hisSpider-Manseries. While it’s hard to imagine any other director putting their stamp on this Tobey Maguire-led series,theFight Clubdirector David Fincher was also in the running at one point. However, rather than tell an origin story of howSpider-Mangot his powers, Fincher wanted to skip all this preamble and get straight to the action.

According to theGuardian, Fincher’sSpider-Manskipped the “bitten by a radioactive spider” and got straight to an adult Peter Parker, but the studio wasn’t interested. Fincher said that although origin stories mean a lot to people, he felt they were “dumb” and “there’s a lot of things I can do in my life and that’s just not one of them.” While movie executives may not have gone for Fincher’s idea at the time, after Sony rebooted the franchise for a second time with Andrew Garfield, they opted to skipSpider-Man’sorigin altogether when Tom Holland joined the MCU.

Spider-Man 2002 Poster

Spider-Man

Spider-Man is the first film in Sam Raimi’s trilogy starring Tobey Maguire as Peter Parker. Released in 2002, the film introduced superhero fans to a live-action Norman Osborn, played by Willem Dafoe, who is transformed into his villainous alter ego, Green Goblin, after being forced out of Oscorp Industries. At the same time, Peter Parker is grappling with his newfound abilities as the iconic wall-crawler.

2Quentin Tarantino

Men in Black (1997)

Quentin Tarantino has been attached to plenty of unrealized projects and has had many opportunities to lead widely successful franchises such asJames BondandStar Trek. Another property that Tarantino was offered was the firstMen in Blackmovie, which came out in 1997, after the director had already left his mark on the 1990s with iconic releases likeReservoir DogsandPulp Fiction.During this time, Tarantino told theNew York Timesthat he was offeredMen in Blackback when studios wrongly assumed he was interested in directing other people’s scripts.

Tarantino said it wasn’t justMen in Blackhe was offered, as he was also given the chance to make his version ofSpeed. While both of these movies became widely successful,Tarantino carved out his own legacy as a writer-directorand remains one of the most exciting voices in Hollywood whose new films still feel like major cinematic events. TheMen in Blackfranchise would become a major family-friendly hit, but its mix of action and comedy was too mild for Tarantino’s ultra-violent instincts.

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Men In Black

Men In Black is a science fiction film directed by Barry Sonnenfeld, starring Will Smith and Tommy Lee Jones as agents of a secret organization overseeing extraterrestrial activity on Earth. The agents are tasked with managing alien immigrants while protecting humanity from intergalactic threats. The film explores their partnership as they confront various challenges while ensuring the public remains unaware of alien presence.

1David Lynch

Return of the Jedi (1983)

The late filmmaker David Lynch created several incredible cinematic worlds that were characterized by surreal imagery and a dreamlike logic. While Lynch was notoriously guarded about his work and avoided mainstream productions and franchise films, during the 1980s he was far more open to major projects and even directed an adaptation of Frank Herbert’sDune, which he later disowned because he was so unhappy with the studio interferences. Consider this, it seems likeLynch made the right decision when he turned down George Lucas’ offerfor him to directReturn of the Jedi.

Although the idea of a Lynch-ledStar Warsmovie was a fascinating proposition, the director told Lucas that he had “next door to zero interest” in taking on the space opera franchise (viaDen of Geek.) While Lynch said he “always admired George Lucas” and that he felt connected to him as “a guy who does what he loves,”the difference between the two of them was that “what George loves makes hundreds of billions of dollars.” Instead, Lynch would continue following his own path and make classics likeBlue Velvet,Twin Peaks, andMulholland Drivein the subsequent years.

Star Wars: Episode VI - Return of the Jedi

Return of the Jedi concludes George Lucas’s original Star Wars trilogy with Luke Skywalker and his allies seeking to rescue Han Solo from Jabba the Hutt and facing a renewed threat as the Emperor attempts to obliterate the Rebellion through a second Death Star, broadening the epic battle between good and evil.

Sources: Empire Magazine (Physical Copy),Hollywood Reporter,Variety,Independent,Telegraph,X,Vulture,Hollywood Reporter,Box Office Mojo,Vulture,Guardian,New York Times,Den of Geek