By Rachel E. Greenspan
March 5, 2019

Beyond the special effects, fight scenes and cheeky dialogue, it’s the stars who wear the superhero costumes who really define Marvel movies. In the decades since the Marvel Cinematic Universe (MCU) took flight, some of Hollywood’s biggest actors have played integral roles in the franchise, from Samuel L. Jackson to Robert Downey Jr. And with Oscar winner Brie Larson starring in Captain Marvel, it’s clear that the film industry’s biggest players are game for the MCU.

Naturally, there are many famous actors who almost played leading roles in Marvel movies, but due to conflicts or, in some cases, artistic choices, either turned the studio down — or didn’t end up playing the part when the studio went in another direction.

Here are all the stars who were almost in the Marvel Cinematic Universe.

Emily Blunt

Emily Blunt attends the 71st Annual Writers Guild Awards New York Ceremony at Edison Ballroom on February 17, 2019 in New York City.
Noam Galai—WireImage

Though it may be difficult to imagine anyone other than Scarlett Johansson playing the part of Natasha Romanoff/Black Widow now, Emily Blunt has been vocal about how she auditioned for the role in years past. But after the success of her film A Quiet Place, the star said she didn’t regret not having a spot in the MCU. “I don’t think I would have been able to do a lot of projects that I’ve loved doing,” Blunt told Yahoo Movies, reflecting on the contractual and obligatory nature of signing onto a role in a Marvel franchise. Though Blunt couldn’t take on the role for Iron Man 2, and she couldn’t play Peggy Carter in Captain America: The First Avenger, due to scheduling conflicts. Luckily, the star of Mary Poppins Returns has no shortage of box office hits on her resume.

John Krasinski

John Krasinski arrives at the 25th Annual Screen Actors Guild Awards at the The Shrine Auditorium on January 27, 2019 in Los Angeles, California.
Rodin Eckenroth—Getty Images

Blunt’s husband almost joined the MCU, too—but he is equally happy that it didn’t work out. Krasinski told Yahoo that despite his shot at playing Steve Rogers/Captain America, everything worked out for the best. The actor, who co-starred with Blunt in A Quiet Place (which he also directed and co-wrote), said that the horror film wouldn’t have been possible if he took on the Marvel mantle. “I think A Quiet Place definitely wouldn’t exist,” he said. “There are benefits, and Chris Evans seems to be having a wonderful time.” Krasinski went on to say that he’s a longtime friend and fan of Chris Evans, who has played Captain America in all MCU films since the character’s 2011 debut, Captain America: The First Avenger. “I love Chris, I’ve been a friend of his for a while. Those movies are so much fun and I love watching them, I tell him I’m first in line to see his new movies,” Krasinski shared.

Tom Cruise

Tom Cruise onstage during the 10th Annual Lumiere Awards at Warner Bros. Studios on January 30, 2019 in Burbank.
Michael Kovac—Getty Images for Advanced Imagin

Robert Downey Jr.’s role as Tony Stark and Iron Man is legendary for superhero fans today, after the character’s three solo films and supporting roles in the rest of the franchise’s big hitters. But it’s long been rumored that another Hollywood megastar, Tom Cruise, was sought out as a potential casting choice for role. Cruise clarified the reports in an interview last year with ComicBook.com, explaining that he really wasn’t close to playing Marvel’s leading man. “Not close, and I love Robert Downey Jr,” he said. “I can’t imagine anyone else in that role, and I think it’s perfect for him.”

Sam Rockwell

Sam Rockwell attends the 91st Annual Academy Awards at Hollywood and Highland on February 24, 2019 in Hollywood, California.
Dan MacMedan—Getty Images

The comic book character of Iron Man had some large, robotic shoes to fill before the first film’s debut in 2008 — and the group of celebrities rumored for the role was no smaller. Sam Rockwell, who was nominated for Best Supporting Actor at this year’s Oscars for his role in Vice, was actually in talks for the role before Downey Jr. won the spot. Rockwell told A.V. Club in 2013 that Iron Man director Jon Favreau had asked him to audition for the original role of Tony Stark in 2008, but Downey Jr. ultimately won the gig before he got the chance. “And whatever happened, I think I was out of the running. Robert [Downey Jr.] just killed it, you know, and I never heard anything after that,” he said. But Rockwell did end up in the MCU, playing Justin Hammer in Iron Man 2. “So in a way, I think Jon [Favreau] was basically saying, ‘This is your chance to be Tony Stark. This will be your version of Tony Stark,'” he said.

David Duchovny

Actor David Duchovny visits SiriusXM Studios on May 14, 2018 in New York City.
Matthew Eisman—Getty Images

David Duchovny, the TV star known for Californication and The X-Files, was a contender for the role of Bruce Banner/Hulk before Edward Norton’s stint in the role’s debut solo film, 2008’s The Incredible Hulk, according to Rotten Tomatoes. The actor would have actually been taking over for Eric Bana, who had played the character in 2003’s comic book adaptation, Hulk.

Joseph Gordon-Levitt

Actor Joseph Gordon-Levitt arrives for the Comedy Central Roast Of Bruce Willis held at Hollywood Palladium on July 14, 2018 in Los Angeles, California.
Albert L. Ortega—Getty Images

Joseph Gordon-Levitt has plenty of super roles, from playing the witty and bright Arthur in Inception to Bruce Willis’ character’s younger self in Looper — and Blake in Christopher Nolan’s The Dark Knight Rises. And according to IndieWire and Deadline both reported in 2013 that Gordon-Levitt was in the race for the leading role in Guardians of the Galaxy. Ultimately played by Chris Pratt in the MCU, Gordon-Levitt turned down the role of Peter Quill/Star-Lord to instead play the lead in 2014’s Sin City: A Dame To Kill For.

Jason Momoa

Jason Momoa arrives at the 91st Annual Academy Awards at Hollywood and Highland on February 24, 2019 in Hollywood, California.
Steve Granitz—WireImage

Though Jason Momoa is holding his spot in the center of the superhero world as DC Comics’ Aquaman, he once had a shot to be a part of its competition, the MCU. In an interview with Entertainment Weekly last year, Momoa said that he had met with Anthony and Joe Russo, the directors of four MCU films, to discuss a possible role. Unfortunately, Momoa said, the role didn’t work out. “It was one of the best meetings I’ve ever had,” he said. The role which he had the chance to play is not clear, though Momoa said it was for a villain. Separately, the actor also auditioned for a role in Guardians of the Galaxy. “I got to audition with [Chris Pratt], who’s just a legend and a gentleman,” he said.

Joaquin Phoenix

Joaquin Phoenix attends the 2019 Film Independent Spirit Awards on February 23, 2019 in Santa Monica, California.
Amy Sussman—Getty Images

Joaquin Phoenix is not a cinephile, or so he claimed in an interview with Little White Lies. The Her star was once in talks for Benedict Cumberbatch’s role in Doctor Strange. It didn’t play out, but Phoenix said it’s for the best. “I think everybody was really happy with how things turned out. All parties were satisfied,” he said in the interview.

Timothee Chalamet

Timothée Chalamet attends the EE British Academy Film Awards at Royal Albert Hall on February 10, 2019 in London, England.
Pascal Le Segretain—Getty Images

Before Tom Holland was decided as the next generation’s Spider-Man, a number of other young male actors were considered for the role, including Oscar-nominated Timothée Chalamet. The list also included Nat Wolfe and Liam James, according to TheWrap, and Sony had tested out offers with the different options before announcing Holland would take the film’s helm.

Asa Butterfield

Asa Butterfield visits SiriusXM Studios on December 05, 2018 in New York City.
Dominik Bindl—Getty Images

Butterfield, known for Sex Education and Hugo, was another actor shortlisted for Tom Holland‘s role in Spider-Man: Homecoming. Butterfield and Holland are both British, though the character, Peter Parker/Spider-Man, was born and raised in New York City. Ultimately, he said he thought Holland “nailed it.”

Write to Rachel E. Greenspan at rachel.greenspan@time.com.

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