James Cameron's historical epic "Titanic" (1997) stole all our hearts (and cleaned our wallets), quickly becoming one of the most successful films in cinematic history. Yet things could have been very different, as there were a slew of top '90s actors who were considered or auditioned for the starring roles. While we can't imagine anyone but Kate Winslet and Leonardo DiCaprio bringing to life the saddest love story in history, you might be surprised at who ALMOST snagged these coveted roles. 

Angelina Jolie For Rose
1. Angelina Jolie For Rose

Angelina Jolie's career was still growing when she auditioned for the part of Rose, having just received her first leading role in "Hackers" (1995). They may have passed on Jolie, but it didn't really do any harm for her career — just a few short years later she won her first Oscar for her supporting role in "Girl, Interrupted" (1999). 

Reese Witherspoon For Rose
2. Reese Witherspoon For Rose

Child star Reese Witherspoon was trying to make a name for herself in Hollywood when she was considered for the part of Rose. It may not have been in the cards, but she would soon rise to fame with her parts in "Cruel Intentions" and "Election." 

Jennifer Connelly For Rose
3. Jennifer Connelly For Rose

Already having some big roles to her name, Jennifer Connelly auditioned to be the leading lady in the film but didn't get the part. No worries though, as in 1998 she garnered critical acclaim for her work in "Dark City" and soon after "Requiem for a Dream." She'd go on to win an Oscar for her role in "A Beautiful Mind." 

Macaulay Culkin For Jack
4. Macaulay Culkin For Jack

It's hard to imagine it now, but child star Macaulay Culkin was considered for the role of Jack on the tail end of his acting career! Having an almost ten year break after starring in "Richie Rich" (1994), he had a few more roles before turning his attention outside of Hollywood. 

Uma Thurman For Rose
5. Uma Thurman For Rose

Having recently found fame thanks to her Academy Award-nominated part in "Pulp Fiction," Uma Thurman was a frontrunner for the part of Rose and even did a screentest. Unfortunately for her, instead of starring in one of the greatest movies in 1997, she was instead a part of the worst — "Batman & Robin." 

Milla Jovovich For Rose
6. Milla Jovovich For Rose

The world renowned model had been trying to transition into acting for sometime, and she just had her big break in "The Fifth Element" (1997) when she auditioned for Rose. We have a hard time imagining her in such a soft role, as she undeniably kicks ass in her many sci-fi movies. 

Brad Pitt For Jack
7. Brad Pitt For Jack

Besides Leo, there was no denying both the talent and dreaminess of Brad Pitt, who at the time had just received critical acclaim for his roles in "Seven" (1995) and "12 Monkeys" (1995). It's no wonder then that he was considered for the role of Jack. 

Madonna For Rose
8. Madonna For Rose

The Queen of Pop had already transitioned into the world of film long before "Titanic" was even in production. Having just earned a Golden Globe for her role in "Evita" (1996), the multi-talented Madonna was one of the many actresses considered to play Rose

Nicole Kidman For Rose
9. Nicole Kidman For Rose

Having just proved herself in "Batman Forever," Nicole Kidman was reportedly offered the huge role of Rose yet turned it down. However, that didn't hurt her career, as she would soon earn her first Academy Award-nomination for "Moulin Rouge!" (2001). She also won an Oscar in 2002 for "The Hours." 

Matthew McConaughey For Jack
10. Matthew McConaughey For Jack

Already known for his parts in "Dazed and Confused" (1993) as well as "A Time To Kill" (1996), the studio's first pick for Jack was Matthew McConaughey. However, director James Cameron did not agree. 

Jennifer Aniston For Rose
11. Jennifer Aniston For Rose

Thanks to her role on "Friends," Jennifer Aniston was definitely the "it" girl in the '90s, which is probably why she was considered for the part of Rose. She was also probably very busy with the show, with her film career not really picking up until after "Friends" went off the air. Getting paid a million bucks an episode for "Friends" probably made her feel better! 

Charlize Theron For Rose
12. Charlize Theron For Rose

Having just gotten her first speaking role in "2 Days in the Valley" (1996), Charlize Theron was hoping to grow her still infant acting career when she auditioned for Rose. While it didn't work out, she starred in other films in 1997, such as "The Devil's Advocate," which helped to make her a household name. 

Christian Bale For Jack
13. Christian Bale For Jack

Perhaps trying to redeem himself from "Pocahontas" (1995), Christian Bale auditioned for the part of Jack and apparently did well — but he was ultimately turned down because James Cameron didn't want two English actors in the lead. 

Rachel Weisz For Rose
14. Rachel Weisz For Rose

Looking like she could be Kate Winslet's little sister, Rachel Weisz had just made her first Hollywood appearance in "Chain Reaction" (1996) when she auditioned for the role of Rose. It may have not been in the cards for her, but she would quickly rise to fame in the States shortly afterwards. 

Gwyneth Paltrow For Rose
15. Gwyneth Paltrow For Rose

Having just risen to fame for her roles in "Seven" and "Emma," the burgeoning Gwyneth Paltrow showed she could handle both action and period pieces, which is perhaps why she was offered the role of Rose. She may have turned it down, but in 1998 she won an Oscar and Golden Globe for her role in "Shakespeare in Love." 

Johnny Depp For Jack
16. Johnny Depp For Jack

Having risen to fame in the '80s, Johnny Depp was one of the biggest stars in the '90s (and still is). He apparently read the script and considered playing Jack, but it was likely too mainstream of a role for his taste at the time. 

Drew Barrymore For Rose
17. Drew Barrymore For Rose

Already quite an established actress, Drew Barrymore was one of the first picks for Rose by James Cameron, but she turned him down as she thought it would be a miscast. 

Christina Applegate For Rose
18. Christina Applegate For Rose

Probably best known for her role as Kelly Bundy on "Married...With Children," Christina Applegate had a number of both film and television roles to her name by the time "Titanic" began casting, with her fame and experience probably being a reason why she was considered for the the part of Rose. 

Stephen Dorff For Jack
19. Stephen Dorff For Jack

While not as big of a name as many of the other actors considered, that didn't stop Stephen Dorff from auditioning for Jack. He was turned down, but in 1998 lucked out with a role in "Blade." 

Claire Danes For Rose
20. Claire Danes For Rose

Having just starred alongside Leonardo DiCaprio in "Romeo + Juliet" (1996), Claire Danes once again tried to spark an onscreen historical romance when she auditioned for Rose

Geena Davis For Rose
21. Geena Davis For Rose

With huge hits such as "Beetlejuice" (1988) and "A League of Their Own" (1992) under her belt, Geena Davis was still in the height of her acting career when she was offered the part of Rose. 

Billy Crudup For Jack
22. Billy Crudup For Jack

Billy Crudup was just starting his career when he was considered for the role of Jack. He may not have gotten it, but would soon gain fame through his memorable roles in "Almost Famous" (2000) and "Big Fish" (2003). 

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