Reese Witherspoon
Before casting director Matthew Barry and his team were brought in to work on the movie, the Legally Blonde star was considering the part of Allie. But eventually "realized she was too old for the role," said Barry, who actually has a surprising connection to the Oscar winner.
"Reese was my intern when I was doing Devil in the Blue Dress with Denzel Washington," he revealed. "And she came in and celebrated her 17th birthday. She was my trusted intern."
When asked if the mega-producer was just as hardworking as a teenager as she is now, Barry said, "Absolutely!"
Britney Spears
After finding their Noah in Ryan Gosling, the "pressure was on" to cast the movie's female lead, said Barry, leading to a cross-country search.
"What happened was he had gotten Ryan and [the studio] didn't need necessarily a 'name,' but they gave us a week to find somebody," Barry recalled. "They were on the verge of probably not doing the movie and they were just like, 'Find us somebody special!'"
One of the lead contenders for Allie was the biggest pop star in the world, who also had experience working with Gosling when they were on The Mickey Mouse Club as children.
"At the height of her career she was like, ‘I want to be really prepared for this,'" Barry recalled of working with Spears, who had just made her movie debut in Crossroads. "So I said, 'OK, come work with me and my partner.' And she came in eight hours, two days in a row and worked with us. She was fantastic."
Spears was so good in fact that she was brought in for the last day of auditions to read with Gosling along with six other actresses, including Jaime King, Jennifer Love Hewitt and, of course, Rachel McAdams.
"They loved Britney," Barry said. "It was probably between Rachel and Britney at the time."
While Barry did admit Cassavetes was initially concerned over Spears' level of fame—"Am I really going to make a Britney Spears film?"—he added, "It was definitely a consideration because she was really good."
Kate Beckinsale
The Underworld star was another up-and-coming actress that was considered early on in the casting process for the lead role. But it wasn't a lack of connection with Gosling that got in her way.
"Nick flew to San Francisco to go meet with her and there was no chemistry between the two of them," Barry explained. "So Nick was like, 'She's out, find me somebody.'"
Jane McGregor
Before the chemistry reads, Gosling was a "big champion" for McGregor, a Canadian actress best known for Slap Her...She's French, to be the Alli to his Noah.
Recalling she was "high on everyone's list at the time," Barry said he, Gosling and Cassavetes flew to Atlanta to meet with McGregor.
"Allie was a tough role, it was not an easy role and we tried to will this girl and Ryan really, really responded to her," he explained. "She just didn't have it. We went to dinner and [Ryan] was like, 'Let me go work with her, let me go work with her.' And he went and worked with her and came back and still couldn't get there."
Jennifer Lawrence
According to Barry, The Hunger Games star came in to audition for Allie, but, at just 13 years old, "she was way too young."
Rachel McAdams
"In the end, Rachel was just so strong that everybody was fighting for her," Barry said of the film's eventual star. "She came out of nowhere."
McAdams was so unknown at the time that Barry admitted his first reaction to seeing her name on the schedule was, "Who the f—k is Rachel McAdams?" (He also revealed they did not inform Cassavetes that she had just starred in Rob Schneider's movie The Hot Chick.)
But after being wowed by her audition, Barry explained, "The depression set in because I said to myself, 'Is a studio really going to make a $30 million movie with Ryan Gosling and Rachel McAdams? F--k.'" So he fought for her and ultimately, thanks to Cassavetes good standing with the studio thanks to the success of 2002's John Q, McAdams became their Allie.
Hayden Christensen
Before Gosling landed the part that would solidify his standing as one of Hollywood's hottest leading men, the producers were interested in another young Canadian star, even going to a showing of the latest Star Wars film to check him out on the big screen.
"We lasted probably 20-25 minutes and we were like, 'He cannot act,'" Barry said. "Nick turned to me and my partner at the time and said, 'Who do you got?'"
The pair had been fans of Gosling since seeing him in the 2001 indie film The Believer and had already introduced the then 23-year-old to Cassavetes when they had staged a table read for a war movie the director never ended up making, along with Leonardo DiCaprio and Tobey Maguire.
"'We were like what about Ryan Gosling?' Nick was like, 'Love him!'" Barry explained. "He had to go to the studio and if I recall, they were actually on board because they kind of knew. Hollywood knows. You know when somebody is going to be a star. They knew, we knew and it was just a perfect match. Ryan came in and met with Nick and had a million questions like he always does and he's just a bright, bright, bright young man."
Tom Cruise
Can you imagine the Top Gun star as Noah? Well, it almost happened.
After the rights to the novel were snagged by New Line back in 1996, Steven Spielberg expressed interest in directing the movie. And his pick for his leading man was Cruise. Alas, scheduling conflicts got in the way, as they always do, and the project was left for years before director Nick Cassavetes came on.
George Clooney
Audiences were this close to swooning over Clooney building a house and pining away as Noah, with the Oscar winner revealing during a virtual panel for the 2020 BFI London Film Festival that he and legendary actor Paul Newman were planning to make the movie together.
"Basically, I was going to play him as a young man, and it was funny," Clooney shared. "We met and said, 'This is it. It's going to be great."
So what went wrong?
"He's one of the handsomest guys you've ever seen," the Ocean's Eleven star continued. "We met up [again] and I said, 'I can't play you. I don't look anything like you. This is insane.' We just wanted to do it because we wanted to work together, [but] it ended up being not the right thing for us to do."
Bradley Cooper
Before becoming one of the industry's most sought-after talents, the actor-director was in contention for Allie's sweet fiancé Lon Hammond, which ultimately went to James Marsden.
The studio was also "pushing really hard" for 2 Fast 2 Furious' Cole Hauser, said Barry, "and I was like, 'No, he's not likable enough.' I fought them really hard.'"
And it was Marsden, coming off of X-Men, that Barry championed to get the part of the nice guy who doesn't get the girl.
"He's just the absolute greatest," Barry gushed of Marsden. "Hollywood is full of dysfunctional people and assholes and he's not one of them. He was just fantastic."
Jessica Biel
During the wide search for their Allie, Barry revealed he flew all over the country to meet with various actresses before conducting their final chemistry reads with Gosling in L.A.
"We flew to Texas, where Jessica Biel was shooting Texas Chainsaw Massacre and taped her in her trailer," Barry revealed.
Biel told Elle in 2011 that she considers the movie her one professional opportunity that got away.
"That's one that I wanted so badly. I was in the middle of shooting Texas Chainsaw Massacre, and I auditioned with Ryan Gosling in my trailer—covered in blood," she recalled. "Nick Cassavetes put me through the wringer in an interesting, excitingly creative way. But there's a million that get away. We're gluttons for punishment. It's just rejection."