* Meg Ryan: She turned it down because she felt the script was too racy.
* Daryl Hannah: She also declined, and it's been rumored that she felt the role was beneath her.
* Jennifer Connelly: She passed on the opportunity because she was filming other projects at the time.
Julia Roberts was ultimately cast after the other actresses passed on the role. She was initially hesitant about the project, but she eventually came around and the film became a huge success, launching her career into superstardom.