Over its decades-long career, Disney certainly has developed quite the roster of classic characters. These faces of fun and fantasy are practically synonymous with the films and stories they represent. It takes a lot of talent to put them together. Artists and animators bring them off the canvas and onto the screen, but it's the actors and performing talent that give these famous characters their voices, personalities, and memorable charm that bring them to life. Many Hollywood A-Listers have lent their talents to the wonderful world of Disney. Everyone knows Johnny Depp as Captain Jack or Robin Williams as the Genie from Aladdin, but as with any role in a movie, they weren't the only ones up for their respected parts.

Casting a Disney character is by no means an easy decision. The filmmakers and casting directors have to consider more than just an actor's acting prowess. They have to consider if they can be animated, fit the description of the character, or even have the appropriate voice. There are dozens of actors who were considered for the roles of famous Disney stars; some didn't make the audition, but some were cut or flat-out turned down the role. On this list, we're going to take a look at some Hollywood A-lister's who either turned Disney down or were simply cut from being the face behind a Disney great!

15 MARTIN SHORT AND OTHERS (THE GENIE)

Today, Disney's kooky, blue, pop-culture-referencing star of Aladdin is practically synonymous with the legendary Robin Williams, but in the early days of production, that wasn't always the case. Several different comedians were on the list to bring the Genie to life. Big personalities like Martin Short, John Goodman, Steve Martin, Eddie Murphy, and John Candy were tossed around before Williams tossed his hat in the ring.

It wasn't until the Disney animators heard Williams' stand-up routine that they were sold on him as the voice of the character. After signing him on as the voice, the animation team catered the role to fit his personality, and the rest is history. It's hard to believe Disney would consider anyone else.

14 MARLON BRANDO (SYKES)

Oliver and Company is one of those forgotten Disney films that deserves more attention. A Disney-fied take on Oliver Twist set in New York City, the film truly warrants a re-watch. Where the original novel had Bill Sykes as a violent thief and murderer, the Disney film turns him into a mafia-esque loan shark, Italian suit and all.

Before the late Robert Loggia was playing the coldhearted shark, the role was intended for the Godfather himself, Marlon Brando. Brando was all lined up for the part, with Disney even catering Sykes' design around him at one point, but feeling/knowing the film wouldn't do well, he declined the part. It's not the most impressive Disney flick, But Brando could have given it a little star power.

13 JOE PESCI (MUSHU)

It's hard to imagine the fiery red dragon from Mulan without the sass of Eddie Murphy coming out, but at one time, Mushu was a very different animal. The animators went through dozens of designs before deciding on a dragon. At one point, he was a two-headed serpent called Yin and Yang, with Pesci voicing one of the heads with Richard Dreyfuss; crazy, right?

When the dragon design was chosen, Pesci was asked to read and record some lines of dialogue, but the voice simply didn't match the character. The role soon went to Murphy, and that was it. As odd as it may seem, we can't help thinking what Pesci's voice would have sounded like coming out of a little red dragon.

12 WILLIAM H. MACY (MARLIN)

Believe it or not, Nemo's dad was not originally supposed to have the neurotic voice of Albert Brooks. Originally, Fargo actor William H. Macy was in the studio recording the voice of the fatherly fish, a strange but not unwelcome concept. Unfortunately, however, his performance was apparently dead in the water.

Macy recorded dialogue for the character and the animation was near complete, but test-audiences did not find his performance warm enough for the character. He was taken off the project and replaced by the more well-received Brooks. Tough break, but we'd certainly like to hear some of those recordings.

11 REESE WITHERSPOON (MERIDA)

Yet another Pixar title makes our list. Before she was voiced by Scottish actress, Kelly Macdonald, Reese Witherspoon was the original pick to wield the bow as Merida in the Pixar epic Brave. Much like the previously mentioned Macy, she was a talented first choice, but not one that was fitted for the part.

Basically, the reason for Witherspoon's departure from the role was her inability to coax out a Scottish accent. That sounds like a mandatory skill for a film set in medieval Scotland. Witherspoon herself didn't even care for her attempt. Bad performance aside, it was pretty professional of her to pass the crown to another princess.

10 BILL MURRAY (SULLY)

Part of Sully's charm is that lovable, big, gruff voice from John Goodman, but like many on this list, he was not the original choice. Many big names were considered for the voice of the big blue champion scarer, but the top of the list was Bill Murray. Murray showed interest in the role, but due to a rather incredible circumstance, he missed out on this fun role.

As strange as it may seem, Murray once had a 1-800 number. This led to confusion when getting callbacks for roles, including Sully. When Pete Docter from Pixar tried to reach him, there was no answer and the producers took that to mean Murray was uninterested in the part. We still wonder what might have been.

9 BILLY CRYSTAL (BUZZ LIGHTYEAR)

Jumping from Sully to Mike, Billy Crystal was actually considered for another famous Pixar face. Back in the earliest days of Toy Story, Crystal was up for the role of a certain Space Ranger from Star Command. Before Tim Allen's brave baritone burst from Buzz, Crystal's cocky tough guy was the voice in mind.

Buzz was originally designed to be smaller, funnier, and a little cheesy. So, a smaller, funnier voice was what was needed at the time for the character. Crystal refused the role but later regretted it after seeing the popularity of the finished film. Thankfully, he got a second chance voicing everyone's favorite eyeball, Mike Wazowski.

8 JACK NICHOLSON (HADES)

James Woods made Hades the fast-talking fiend that he is, and we love him for it. But would you believe that version was never the intent? Originally, the part of Hades was written for and designed around Jack Nicholson. This version would have been more devilish and sinister than the comedic one we got in the end; a cool concept, certainly, but one that was not to be.

Jack Nicholson was originally on-board for the part, but due to a contract dispute, he left the picture mid-production, leaving the film without a villain. In an almost last-minute audition, Woods came in and turned the role around, resulting in a brand-new and more likeable lord of the dead.

7 JIM CARREY (CAPTAIN JACK SPARROW)

Let's face it, Johnny Depp will forever be known as Captain Jack; it is, after all, considered by many to be his greatest role. As great and versatile as he is, he was not the one Disney had in mind at first. Originally, Pirates of the Caribbean: Curse of the Black Pearl was to have been much more comedic than adventurous with the bombastic Jim Carrey at the captain's wheel.

It's hard to imagine anyone other than Johnny Depp in those dreds, but Jim Carrey was apparently the forerunner for the part. After Carrey said no, Depp took the wheel and basically changed the direction of the film. As weird as it might have been, we still think Carrey's Captain Jack would have certainly been Ssssmokin'!

6 JOHN CLEESE (COGSWORTH)

The role of the pompous mantel clock from Beauty and The Beast was supposed to be simple to cast. If you needed a stuffy, dry-humored British comedian in the '80s and '90s, John Cleese was your go-to. David Odgen Stiers was absolutely charming in the role, but we can't help but wonder what the clock would have sounded like as a cast member of Monty Python.

The role was practically written for Cleese's brand of strange comedy and wit; a perfect match. Cleese, of course, turned down the role and Disney chose Stiers, who later became attached to more Disney projects. Cleese would have a second chance as the narrator for Winnie the Pooh but we can't help but sigh at a missed opportunity.

5 ANNE HATHAWAY (ALICE)

Tim Burton's take on Alice in Wonderland practically split the Disney fandom. Love or hate the film, there are certainly plenty of good performances, Anne Hathaway included. Known throughout Underland as the White Queen, she was originally supposed to play a grown-up Alice returning to the strange land of wonder.

Having already played a leading princess-type character throughout the Princess Diaries franchise, Hathaway turned down the role, opening the door for Mia Wasikowska to take the role of Alice. Hathaway did step up from a princess part to that of the White Queen, giving a somewhat calm delirium to the character. Despite the white, she's still one of the more colorful characters of the film.

4 SIR PATRICK STEWART (JAFAR AND COGSWORTH)

You can't go wrong putting the great Sir Patrick Stewart in your film, which is why Disney considered him for not only Cogsworth when John Cleese declined, but the sorcerer Jafar as well. Either one of these characters would most definitely have benefited from the actor's golden tones. Seeing Captain Picard in a Disney production would no doubt put any nerd worth their salt over the moon.

Unfortunately for Disney, Stewart was forced to turn down both roles due to scheduling conflicts with Star Trek. Stewart has said that turning down Jafar is something he regrets over his stellar career. Both Jafar and Cogsworth certainly would have been magnificent additions to the actor's repertoire.

3 LEONARDO DICAPRIO (MAX FROM HOCUS POCUS)

In the '9os there was no bigger blonde, blue-eyed, heartthrob than Leonardo DiCaprio. What else was a big hit in the '90s? Hocus Pocus! This hilarious Halloween hit from Disney was one smashing pumpkin and soon became a Halloween tradition. So why didn't these two mix well together?

During the filming, DiCaprio was still an up and coming young actor. The staff behind Hocus Pocus absolutely loved his audition and performance, but DiCaprio turned down the role. Despite a hefty pay check, the actor refused and set his sights on another film by the name of What's Eating Gilbert Grape? DiCaprio later admitted regretting the somewhat cocky decision as an adult, but it's a decision we'll all have to live with.

2 RYAN GOSLING (THE BEAST)

The 2017 remake of the animated Disney classic certainly had some star power behind it, as well as some big shoes to fill. A character as soulfully beautiful as the Beast requires a powerful leading man to play opposite Belle's noble beauty. And who is better than arguably the best romantic lead of all, Ryan Gosling.

Gosling was the first choice for the role before Dan Stevens even put on the CGI horns. He would certainly have been an amazing fit for the part, really playing up the romantic aspect of the character. He declined the role after accepting a part in the Oscar-nominated La La land around the same time. A smart move on Gosling's part, and a door opener for Dan Stevens.

1 EMMA WATSON (CINDERELLA)

Before she was Belle, believe it or not, Emma Watson was up for the role of Cinderella in the live-action remake of the same name. After Lily James accepted the role in 2015, Disney again approached Emma Watson for the lead in 2017's Beauty and the Beast, which she eagerly accepted. As amazing as she would have been in the role, we still can only see her as Belle.

What's worth noting about this exchange is that Watson turned down the lead in La La Land to be a more admirable Belle in the same way Ryan Gosling turned down the Beast to have the lead in La La Land. A surprising change, but not uninvited, it was certainly a simply magical switch.