Marvel movies are big business, from the Avengers franchise and all of the interconnected heroes of the Marvel Cinematic Universe on screens both big and small, to Fox's ever-expanding world of the X-Men and Deadpool, to the Sony steered Spider-man movies, going all the way back to Sam Raimi's original trilogy. But that doesn't mean every big name actor and A list talent in Hollywood wants to be associated with these characters. Some heavyweight actors have straight up said no way when Marvel came knocking. So, who would do such a thing?

Since becoming its own studio, which was later acquired by Disney in one of the biggest studio deals this side of Lucasfilm, Marvel has had no problem attracting top-tier A-list talent to its roster; the talent who commands major ticket grosses and critical acclaim alike. Who doesn't want to suit up as a one of Marvel's Merry Mutants, Earth's Mightiest Heroes, or any number of related comic characters? Well, we are here to tell you about 10 actors who said no to Marvel.

Leonardo DiCaprio

At this point we've seen no less than three actors on the big screen as Peter Parker. But a decade before Sam Raimi got the wall-crawler off the ground with his 2002 film, James Cameron was deadset on making a Spider-Man film with Carolco Pictures, the independent production company responsible for a slew of movies in the 80s and 90s, like Rambo, Showgirls, Universal Soldier, and Cameron's own Terminator 2: Judgment Day. Carolco were big fans of Arnold Schwarzenegger, with their fingerprints on Red Heat and Total Recallas well as T2. The director was keen to cast Arnold as Doctor Octopus, with his T2 costar Edward Furlong as Peter Parker. The cast would have also included Lance Henriksen as Green Goblin, Drew Barrymore as Gwen Stacey, and Katherine Hepburn as Aunt May. But Carolco rather famously went bust in 1995, with Cameron moving forward with Titanic instead. Sony Pictures was all about Cameron's Spider-Man script though and were eager to get his Titanic star into the tights. Alas, just as Leonardo DiCaprio once turned down playing Robin in Joel Schumacher's Batman Forever, he passed on Peter Parker.

Tom Cruise

The Cannon Group folded a year before Carolco, with a much less impressive filmography as a result of the constant cranking out of low to medium budget schlock starting in the late 60s. Cannon produced such wonders as American Ninja, Masters of the Universe, Superman IV: The Quest for Peace, and Highlander, the types of movies with modest success but adoring fans who revel in nostalgia for the goofy and sublime. Did we need a fourth Death Wish movie? Van Damme in Cyborg? Probably not, but they were fun. Who doesn't love Bloodsport? The rise and fall of Cannon is documented in Electric Boogaloo: The Wild, Untold Story of Cannon Films. Cannon tried to get a Spider-Man movie going in the late 80s, the same era when they distributed Jean Luc Godard's French new wave take on King Lear. As legend has it, Cannon purchased the rights to Spider-Man from Marvel for a paltry $225,000. There were ten different screenplays, including one that saw Peter Parker transform into a literal spider. Tobe Hooper of The Texas Chainsaw Massacre fame was at one point attached to direct, before Joseph Zito came onboard. Zito directed 1984's Friday the 13th: The Final Chapter and later, Dolph Lundgren's Red Scorpion.

Cannon dreamt of a Spider-Man movie with Tom Cruise in the lead, Bob Hoskins as Doctor Octopus, and Lauren Bacall as Aunt May. Cruise of course passed on the project, but it nearly started filming in late 1988 with director Albert Pyun, whose dubious credits included Kickboxer 2 and The Sword and the Sorcerer. But two weeks before filming, Cannon's latest rights renewal check to Marvel bounced. Albert Pyun had his chance to ruin another Marvel character though, taking the reigns for the disastrous 1990 take on Captain America starring Matt Salinger. Tom Cruise wasn't finished with Marvel, either. Iron Man was another Marvel superhero who kicked around in development hell for years, bouncing over to Universal at one point and being offered to everyone from Quentin Tarantino to Joss Whedon. Marvel wrestled the rights back in 2005 and hired Jon Favreau in 2006.

While everyone from Timothy Olyphant to Clive Owen to Nicolas Cage was tossed around as a potential Tony Stark at some point, Tom Cruise seems to be the guy who came closest to actually doing it before the movie was eventually made with Robert Downey Jr., both before the rights went back to Marvel and even after Favreau was drafted. Keep in mind, that first Marvel Studios film was made together with Paramount, who has a long running relationship with their Mission: Impossible star. Cruise reportedly walked from Iron Man (which would have made him a co-producer as well) simply because he didn't like where the script ended up. During a 2016 appearance on Jimmy Kimmel Live, he confessed that while he enjoys comic book movies, he's content making Mission: Impossible and Jack Reacher films.

Russell Crowe

Speaking of Tom Cruise and Mission: Impossible, it was that very action franchise that caused another actor to have to say "no" to Marvel, even after saying "yes." Dougray Scott was cast as both the villain in M:I:2 and as Wolverine in X-Men. Bryan Singer's 2000 X-Men film rightly gets a lot of credit for reviving the superhero movie genre, along with the first Blade movie in 1998, after the gloriously bad box office bomb Batman & Robin seemed to sour Hollywood on costumed adventures. But getting the X-Men going wasn't easy. Marvel's band of mutant outcasts sworn to protect the humans who hate and fear them had changed hands many times over, going from Orion Pictures over to Carolco, who planned to make an X-Men film produced by James Cameron with his then wife, Kathryn Bigelow, directing. That movie would have would have starred Bob Hoskins as Wolverine and Angela Bassett as Storm. It never happened, and after a brief stay at Columbia Pictures, Marvel's X-Men and their related characters and concepts ended up with Fox.

Russell Crowe was Singer's first choice to play Logan, the Weapon X program veteran who is very good at what he does and what he does isn't very nice. Crowe turned it down, but suggested the filmmakers should have a look at his fellow Aussie Hugh Jackman, who at that time had only made two small movies in Australia. Singer and Fox drafted Dougray Scott instead. After multiple production issues, including a shoulder injury, caused delays on the set of M:I:2, Fox held out for Scott as long as possible, even getting as much as a month into shooting while waiting for him to get free of his commitment to Cruise and Paramount. Scott had to go. Hugh Jackman was getting fitted for his claws and leather costume less than a week after finalizing his deal. The rest, as they say, is superhero movie history. Snikt!

Joaquin Phoenix

Russell Crowe's Gladiator costar Joaquin Phoenix, despite three different nominations for Best Actor, has never won an Oscar. He's also never done a Marvel movie, but that doesn't seem to be due to lack of opportunity. A number of names were thrown around in the trades when Marvel stared casting Doctor Strange, before Benedict Cumberbatch ended the "will he or won't he?" guessing game and slid on the Cloak of Levitation so clearly destined for him. But by many accounts, the role could've gone to Joaquin Phoenix. He just didn't want it. He didn't address the Sorcerer Supreme specifically, but he did tell Time Out London around the same time he's believed to have turned it down, he just doesn't see his sensibilities meshing well with big tent pole franchise universe building. "They've gotten better," he admitted. "I've flirted with several of those films, having meetings and getting close, but ultimately it never felt like they'd really be fulfilling."

Emily Blunt

Emily Blunt has had to say no to Marvel not once, but twice. The Devil Wears Prada star was the original choice for Black Widow. She would have made her debut as Natasha Romanov in Iron Man 2, a role that we now know would have led to parts in at least three Avengers movies, as well as Captain America: The Winter Soldier, and Captain America: Civil War, thus far. And speaking of Cap, she was also offered the role of Peggy Carter in The First Avenger. Fox reportedly had her under a contract for a film of their choosing. The studio chose Gulliver's Travels, the schedule for which prevented her from showing up in Iron Man 2. A bummer, for sure, considering how the Jack Black vehicle turned out.

Jessica Chastain

She can definitely pull off Black Widow's red locks, but Jessica Chastain also said no to joining the MCU via an Iron Man film, back in 2012. After a ton of buzz about her joining Iron Man 3 as a scientist, Chastain wrote on Facebook that she was, "sorry to say that Iron Man 3 isn't going to work out. My schedule is jammed packed and I can't fit anything else in. The press announced my possible attachment far too soon. I know many of you wanted me to be involved, and I'm so sorry to disappoint you." She did leave the door open to the MCU, however. "Hopefully there'll be another Marvel film in my future," she wrote.

Mel Gibson

Robert Downey Jr., whose own career was once slipping down the tabloid tubes, has publicly offered to return the redemption favor to troubled star Mel Gibson, going on record that he'd love to see his pal join the Marvel Cinematic Universe. But the original Mad Max actually said no to Marvel already. In a 2016 interview at the Cannes Film Festival, The Guardian newspaper asked him whether he'd ever been offered a superhero movie. "Yeah, long time ago," he answered. "To play Thor's dad. But I didn't do it." Thor's dad! Yes, Odin the All-Father, could have been Mel Gibson.

Matt Damon

Daredevil is another Marvel Comics property that ended up with Fox at some point during its development. Both Matt Damon and Ben Affleck are outspoken fans of the Devil of Hell's Kitchen. Affleck even wrote the introduction to a collection of their pal (and Good Will Hunting producer) Kevin Smith's Guardian Devil run from the comic. Damon was initially approached to play the title hero in Fox's Daredevil film. In a 2015 interview, Damon told the New York Daily News: "For us it was always Daredevil, that's the comic we read when we were kids. But when that one came along I chickened out, because I couldn't tell. I hadn't seen the director work and I didn't know. So I just said, 'No.' Ben was like, 'I gotta do it.' And the movie ended up doing very well, even though I don't think Ben was ultimately very proud of it."

At 44% on the Tomatometer, Mark Steven Johnson's Daredevil is mostly remembered for being bad, but as Damon rightly pointed out, it was far from a bomb. Daredevil made $179 million around the world, earned some Teen Choice and MTV Movie Awards, helped launch mega platinum hard rock band Evanesence, produced the Elektra spinoff, and paired Affleck with the future mother of his kids. (Unfortunately, we have it on good authority that the idea of a shared universe was so far from reality that the studio blocked so much as an Easter egg, newspaper that read "Mutants Attack White House" crossing over between Daredevil and X2). In that same 2015 interview, Damon said he'd suit up as Daredevil if it were offered to him again and Christopher Nolan were directing. Of course, Fox ended up letting the rights to the movie lapse and Daredevil returned solely to Marvel's loving hands.

Matthew McConaughey

It's no surprise that someone with the stature, acting pedigree, and fan-beloved charisma of Matthew McConaughey has gotten scripts from both Marvel and DC. But in October 2015, Variety reported that he'd passed on a major Marvel role. In January 2017, McConaughey told Playboy why he said no to Ego the Living Planet, explaining he picked the Stephen King adaptation The Dark Tower instead, as it was the first entry in a potential franchise rather than the second. "I like Guardians of the Galaxy, but what I saw was, 'It's successful, and now we've got room to make a colorful part for another big-name actor,'" he said. "I'd feel like an amendment."