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Tom Cruise (Iron Man)
Tom Cruise (Iron Man)

Blending narcissistic comedy with gritty pathos, Robert Downey Jr. was the perfect casting choice for Iron Man, but RDJ came after a string of other A-listers to get the role that put him back in Hollywood's good graces. For a while, it seemed like pretty much a lock that billionaire playboy turned tech-enhanced superhero Tony Stark would be portrayed by none other than Tom Cruise. And more than just star, Cruise was planning to produce and develop the the film as well. But as time went on Cruise lost interest in the project and steered clear when the movie actually started getting made.

Hugh Jackman (Iron Man)
Hugh Jackman (Iron Man)

Though he was already widely known for playing another Marvel hero, Hugh Jackman was also a candidate to portray Tony Stark. Since Fox owns the rights to Jackman's X-Men movies, his character of Wolverine is actually not considered to be a part of the Marvel Cinematic Universe. Ultimately, Robert Downey Jr. wound up being chosen over Jackman, which was probably for the best given that his own string of Wolverine and X-Men movies would start up just a year later.

Emily Blunt (Black Widow)
Emily Blunt (Black Widow)

Before Scarlett Johansson slipped into that black jumpsuit to become the deadly spy Natasha Romanoff, the role was meant for Emily Blunt. At the time, Blunt had just started breaking big in Hollywood following her scene-stealing supporting role in The Devil Wears Prada a couple years earlier, and said that scheduling conflicts were to blame for her being unable to take the part that was offered to her.

Eliza Dushku (Black Widow)
Eliza Dushku (Black Widow)

Now this is a casting choice that would have made all the sense in the world --- Eliza Dushku has made a career for herself by playing superpowered, badass chicks on shows like Buffy the Vampire Slayer and Dollhouse, and is a favorite actress of Avengers director Joss Whedon (who created both of the aforementioned shows). Apparently, Dushku connected these dots as well, and actually publicly voiced her interest in taking the role. But it seemed the studios wanted to go with an actress with a bit more name recognition.

Channing Tatum (Thor)
Channing Tatum (Thor)

After playing the leading man in a string of rom-coms, Thor was set up to possibly be Channing Tatum's big break into blockbuster movies. Tatum was one of the early actor considered for the role of the hammer-wielding Norse god, but of course, it went to Chris Hemsworth instead. But definitely don't cry for Channing Tatum: he starred in two mega franchises the very next year (21 Jump Street and Magic Mike), and he's lined up to play one of his favorite Marvel characters, the X-Men mutant Gambit, in an upcoming movie.

Tom Hiddleston (Thor)
Tom Hiddleston (Thor)

Turns out Tom Hiddleston and Chris Hemsworth were competing offscreen before Thor was even fully cast yet! Though he wound up playing the villainous trickster god Loki in the movie, Tom Hiddleston had originally auditioned to play the titular hero.

Liam Hemsworth (Thor)
Liam Hemsworth (Thor)

Even wilder still, Chris Hemsworth was up against his own brother for the role of Thor, and Chris was actually cut from the casting process before younger bro Liam! Liam made it to the final round of casting decisions after Chris says he bombed his audition, but luckily Avengers director Joss Whedon stepped in and convinced the studio to give Chris another shot, which he nailed. Liam went on to star in another wildly successful sci-fi franchise: The Hunger Games.

Jim Carrey (Loki)
Jim Carrey (Loki)

Who better to play a trickster god than comic icon Jim Carrey? That's what the studios thought, as Carrey was the original first choice for the part, which wound up going to Tom Hiddleston instead. Interestingly enough, another of Carrey's famous characters was heavily influenced by Loki before Thor was even filmed. The wacky, transformative mask in his comedy The Mask was created by the Norse god Loki in the film.

Will Smith (Captain America)
Will Smith (Captain America)

Chris Evans fully embodies the righteous, all-American superhero Captain America, but one of the first choices for the role was Will Smith. Instead, Smith wound up joining the opposing DC Cinematic Universe in 2016 as the unflappable assassin Deadshot in Suicide Squad.

Joe and Kevin Jonas (Captain America)
Joe and Kevin Jonas (Captain America)

Maybe the strangest casting tidbit of all is the rumor that two of the Jonas Brothers auditioned to play Captain America. A few years after their acting debut in Disney Channel's Camp Rock, Joe and Kevin Jonas reportedly pursued movies to the big screen by reading for Marvel. Surprisingly, the one JoBro who has actually found the most success in the acting field, Nick, is the one who didn't audition.

Emily Blunt (Agent Peggy Carter)
Emily Blunt (Agent Peggy Carter)

Marvel really wants to cast Emily Blunt in something, apparently. After the actress had to turn down the role of Black Widow, the studio went after her again to play Peggy Carter in Captain America: The First Avenger. Again, Blunt said she turned down the role due to scheduling conflicts, and it went to Hayley Atwell instead. It's probably for the best --- Blunt probably wouldn't have been able to star in the character's spin-off series Agent Carter years later.

Michael B. Jordan (Falcon)
Michael B. Jordan (Falcon)

Before Anthony Mackie was decided on to be Cap's high-flying bestie, Michael B. Jordan read for the part. Jordan didn't get that superhero role, but went on to play the Human Torch in 2015's Fantastic Four.

Joaquin Phoenix (The Hulk)
Joaquin Phoenix (The Hulk)

After Marvel famously dropped Edward Norton as the rage-filled scientist Bruce Banner for The Avengers, rumors spread that they were considering Joaquin Phoenix as his replacement. The timing was especially shocking, as Phoenix had announced that he retired from acting a few years earlier. In the end, the role went to Mark Ruffalo and Phoenix did return to acting that same year in The Master.

Lindsay Lohan (Scarlet Witch)
Lindsay Lohan (Scarlet Witch)

With a character named the Scarlet Witch, it does seem a bit obvious to go for one of the most famous redheads in showbiz. Lindsay Lohan revealed that she auditioned for the role of the telekinetic Avenger, but said that her management team didn't inform her about a callback, so it went to Elizabeth Olsen instead.

Aaron Paul (Star Lord)
Aaron Paul (Star Lord)

By the time that casting for Guardians of the Galaxy came around, Marvel had more than established itself as the leader in producing blockbuster smashes. Because of that, basically every actor in Hollywood was gunning for the role of Peter Quill. The endlessly charming Chris Pratt won out, but it was a close race with Aaron Paul, among others, who has also shown he can balance badass action scenes with laugh-out-loud humor in Breaking Bad.

Joseph Gordon-Levitt (Star Lord)
Joseph Gordon-Levitt (Star Lord)

Joseph Gordon-Levitt also screen tested to play Peter Quill, but wound up losing out. A few other notable actors that were considered include X-Men's Cyclops himself James Marsden, Lee Pace (who was instead cast as the movie's villain Ronan the Accuser), Jensen Ackles, and John Krasinski (both of whom were also considered for Captain America before). Chris Pratt certainly beat out a ton of tough competition!

Olivia Wilde (Gamora)
Olivia Wilde (Gamora)

Zoe Saldana brought life to the combat-ready alien fighter Gamora, but the role was actually first offered to Olivia Wilde. Apparently, Wilde turned the part down because she was tired of being typecast as "the badass" in her film roles, and wanted to stretch herself creatively. Wilde instead took roles in a few indies and popped up on some TV comedies like Portlandia and BoJack Horseman.

Jason Momoa (Drax the Destroyer)
Jason Momoa (Drax the Destroyer)

After his tenure as the fierce but also somehow lovable Dothraki cheif Khal Drogo on Game of Thrones was up, Jason Momoa seemed like a perfect choice to play Drax the Destroyer. Marvel offered him the role, but with Momoa's career just starting to really blow up at the time, he had to decline it due to scheduling conflicts. Momoa did find time to join the DC Cinematic Universe recently, though --- he'll play Aquaman in the upcoming Justice League movie.

Joseph Gordon-Levitt (Ant-Man)
Joseph Gordon-Levitt (Ant-Man)

Yep, it's JGL again! Though he was passed over for Star Lord, Gordon-Levitt was again considered for one of the more joke-heavy Marvel superheroes when Ant-Man began its casting process. The role of criminal turned shrinking hero wound up going to Paul Rudd instead.

Rashida Jones (The Wasp)
Rashida Jones (The Wasp)

This is one of the more interesting casting choices on this list because the character wound up not even appearing in the movie. The Wasp, a flying superhero with similar powers to that of Ant-Man, was originally meant to appear in Ant-Man, but was written out save for a small cameo (portrayed by a production assistant named Hayley Lovitt). When the role was a larger part of the original movie, Rashida Jones and Emma Stone were both being considered for it. Marvel has announced a sequel titled Ant-Man and the Wasp, wo we will definitely be finding out which actress will be buzzing around in the role soon enough.

Matthew McConaughey (Dr. Strange)
Matthew McConaughey (Dr. Strange)

Alright, alright, alright. Matthew McConaughey was on Marvel's shortlist for the role of Dr. Strange, which wound up going to Benedict Cumberbatch. Other names on the list included Jared Leto, Ethan Hawke, Oscar Isaac, Ewan McGregor, and Jake Gyllenhaal. McConaughey even got another offer to star in a Marvel movie right afterwards with the role of Star Lord's father in Guardians of the Galaxy 2, but he declined it and it went to Kurt Russell instead.

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