Peter Jackson’s Lord of the Rings trilogy was a massive undertaking, with the entire project taking eight years to put together and with a budget that sources put between $280 and $330 million. As the novels have several dozen important characters on top of many more secondary ones, casting the films was a monumental task in and of itself.

These are some of the most well-known and beloved characters in literary history, so casting the right actor to play each part was a delicate balance of them fitting the part and also having a fair amount of star power– though not too much as to be distracting or lose the character to the actor, as Jackson was worried about with using bigger stars. As such, a lot of the cast of the films ended up consisting of people that are certainly famous Hollywood stars, but weren’t huge blockbuster leads in the vein of a Will Smith or Tom Cruise.

It should come as no surprise that a lot of changes were made between the filmmakers’ initial casting wishlists and whom ended up taking on the final roles. Some actors were offered parts and simply turned them down, while others wanted roles but didn’t get them.

Here are 15 Actors Who Almost Starred In Lord Of The Rings.

15. Nicolas Cage (As Aragorn)

Nicolas Cage Season of the Witch 15 Actors Who Almost Starred In Lord Of The Rings

Nicolas Cage is the sort of actor that seems to be as good– or as bad– as his material. Guided by Peter Jackson’s dialogue and direction, Cage could’ve delivered one of his stronger performances in Lord of the Rings. However, his Razzie-nominated performance in the similarly-themed Season of the Witch might suggest otherwise.

Nicolas Cage would’ve arguably been the biggest star in the cast at the time of the movie’s release had he accepted the offer to play Aragorn. It was also at a time when the actor still seemed fairly selective with his roles and didn’t just take every movie that came his way. He actually rejected both Lord of the Rings and The Matrix— as Neo!– around this time.

As it turns out, both rejections were due to wanting to spend more time with family. He wouldn’t be the only actor to turn down a role in Jackson’s trilogy due to the lengthy on-location commitment and its effects on having to be away from home, as we’ll soon discover.

14. Kate Winslet (As Eowyn)

Kate Winslet Sense and Sensibility 15 Actors Who Almost Starred In Lord Of The Rings

Kate Winslet and Peter Jackson had some strong history together prior to LotR, with the director putting the actress in her first movie for his 1994 drama Heavenly Creatures at the age of 19. The actress had gone on to have a strong start to her career throughout the ’90s, scoring roles in acclaimed films like Sense and Sensibility and Kenneth Branagh’s highly regarded 1996 adaptation of Hamlet. Of course, Winslet would reach worldwide recognition with her breakout role alongside Leonard DiCaprio in Titanic.

Winslet wasn’t a big fan of the notoriety that came with starring in a huge blockbuster film, as evidenced by the actress actively avoiding AAA Hollywood fare for much of her career. It was for this reason that she decided not to take Jackson up on his offer to re-team for LotR.

Following Titanic, Winslet resisted huge Hollywood films until the 2010s, when she began to take roles in movies like Contagion and Insurgent.