A strong antagonist makes for the most compelling stories. Especially in the world of superpowered heroes, a villain needs to work on many different levels or the movie falls flat. Here are 10 actors who were up for the role of a hero in a movie or television series, but were ultimately cast as the villain. With the exception of two entries on this list, all of the actors auditioned and or screen-tested for their respective parts. Though they didn’t get the part they initially wanted, they got the part they deserved, and gave audiences performances to remember.

Tom Hiddleston - Thor (2011)

With three films as the Asgardian trickster Loki under his belt, it’s hard to imagine Tom Hiddleston as any other character in the Marvel universe. However, before donning the golden horns, the actor originally auditioned for…

…Thor. Chris Hemsworth would ultimately land the role of the God of Thunder, beating out a long list of actors that also included his brother Liam Hemsworth. In the video below, producer Craig Kyle explains how Hiddleston’s auditions went.

“At first Tom came in for Thor. He trained. He came in. He was ripped. He did a tremendous job, but he wasn’t Thor.”

The video also features footage from Hiddleston’s screen-tests and includes interviews with Marvel Studios president Kevin Feige and Natalie Portman talking about the importance of Hiddleston’s performance as Loki. Just for fun, I’ve also included a video with Hiddleston doing an impression of Hemsworth had he been cast as Loki — mind-bending, I know.

Christopher Mintz-Plasse - Kick-Ass (2010)

After his breakout but potentially pigeonholing role as McLovin in Superbad, Christopher Mintz-Plasse was happy to receive the script for the adaptation of the comic Kick-Ass.

“I’ve never done anything action,” he explained to the Examiner. “I don’t look like I shouldn’t do anything action-oriented. So it was a great honor that they sent me the script, and then I realized that I’m playing a kid who should not be doing action in a movie, and he has no superpowers or anything.”

But before landing the role of the villain Red Mist, Mintz-Plasse auditioned for the role of…

…Dave Lizewski, a.k.a Kick-Ass. Mintz-Plasse wasn’t just better suited for the villainous character that would evolve into the main antagonist in the 2013 sequel, apparently the actor’s audition as Kick-Ass didn't go very well. He explained,

“Yeah, I read for the role of Kick-Ass, and [director Matthew Vaughn] hated it. He hated everything I did in the audition, but he gave me the role of Red Mist.”

After an exhaustive search that nearly delayed the movie 6 months, Aaron Taylor-Johnson won the role of Kick-Ass. The British actor did such a convincing American accent in his audition that when he began speaking in his normal voice the director didn't believe he was from England. In the video below, Vaughn talks about mistaking Taylor-Johnson for an American, and then spends the rest of the video heckling Mintz-Plasse.

Sam Rockwell - Iron Man 2 (2010)

One of the two villains in Iron Man 2 was played by Sam Rockwell. His character Justin Hammer, a billionaire weapons dealer, draws many parallels to the character he was originally considered for in the first movie…

…Tony Stark, a.k.a. Iron Man. It’s well known that director Jon Favreau had to fight to cast Robert Downey Jr. in the title role of his 2008 film Iron Man. But Favreau also had a shortlist of actors he was also considering, and Rockwell — whom Favreau worked with on Made — was on that list. The director explained to the LA Times,

"He was one of the actors I was looking at for Tony Stark. There was some things he would bring to the role that would have been great. Sam is very charismatic and when I was looking at the character there was a list and he had a spot on it, which might have surprised some people. Robert surprised some people, too, though, and now he is Tony Stark, he owns that role. Sam would have come up with interesting and different things."

Depending on when you read this, this could be a SPOILER, but Rockwell recently reprised his role as Justin Hammer for the Marvel One Shot All Hail the King, which is attached to the Thor: The Dark World blu-ray.

Alexander Skarsgård - True Blood (2008-)

Before being cast as the over 1,000 year-old vampire Eric Northman, the bad boy in the True Blood love triangle, Alexander Skarsgård auditioned for the part of...

…Bill Compton. Stephen Moyer would go on to be cast as Bill on the HBO series.

“They weren’t auditioning for other characters, they were only auditioning for Bill,” Skarsgård told GQ. “So you’d have to ask [creator Alan Ball] but I’m pretty sure that he didn’t have Bill in mind when he brought me in to read. Eric shows up later, he’s not in the pilot. They were auditioning for the pilot. So I’m pretty sure Alan already knew that I was better for Eric than Bill. It wasn’t really a case of me and Stephen for Bill. I think Alan was just scanning the market and meeting actors and everyone read for Bill. But of course I couldn’t play him. I’m definitely not right for Bill.”

Ball recalls Skarsgård's audition, telling Details,

“Alex wasn't quite right for Bill, but I remember that he was giant and also beautiful. So when it came time to cast Eric, I thought of him.”

Cillian Murphy - Batman Begins (2005)

Jonathan Crane is the only villain to appear in every installment of Christopher Nolan’s Dark Knight Trilogy, and one of only five characters to appear in all three films — alongside Bruce Wayne, Alfred Pennyworth, James Gordon, and Lucius Fox. But before Cillian Murphy was cast as Crane, a.k.a. the Scarecrow, in Batman Begins, the Irish actor screen-tested for the role of…

...Bruce Wayne/Batman himself. Christian Bale was the first actor Nolan met with about the project, and he would eventually go on to play the Caped Crusader. But the director apparently met with “every young actor in town” while Bale went off and did another movie. All of the actors who screen-tested shot scenes as both Bruce Wayne and Batman. The video below features footage of Bale, Eion Bailey, and Murphy testing for the character wearing Val Kilmer’s Batsuit from Batman Forever. Strictly as a favor to the casting director, Amy Adams (who would of course go one to play Lois Lane in Man of Steel) did the tests opposite the actors.

Here’s what Nolan had to say about Murphy’s screen-test:

“We also had Cillian Murphy screen-test for Batman. He wasn’t right for that part in the way that Christian was. But the performance was incredible and everybody took huge notice of it while we were shooting it and while we watched the tests. I then was able to go to the studio and ask to put him in as Crane, as Scarecrow.”

Apparently the director was particularly entranced by the actor’s piercing blue eyes. Nolan told Spin,

"He has the most extraordinary eyes, and I kept trying to invent excuses for him to take his glasses off in close-ups."

Rachel McAdams - Mean Girls (2004)

In the Tina Fey-scripted comedy Mean Girls, Rachel McAdams shined as Regina George, the leader of The Plastics. But McAdams initially tested for the lead role of…

…Cady Heron, which eventually went to Lindsay Lohan. Oddly enough, Mean Girls was originally set up with Lohan as the villain, but after the success of her and director Mark Waters’ remake of Freaky Friday, they scrapped those plans. Waters told Vulture,

“[Freaky Friday] was a much bigger hit than we expected it to be. Sherry Lansing, who was heading Paramount at the time, told us, 'We have to have Lindsay play the lead in Mean Girls. It's just not going to work having her play the villain, because she now has an audience that won't accept that.'"

McAdams’ age — she was around 25 years old when she auditioned for the role of a high schooler — both lost her the role of Cady and was a deciding factor for her landing Regina. Waters explained,

"I remember watching her do the scene, and after it was over, I told her, 'I think you're a movie star, but you're way too old for this character. You just aren't going to be able to play the ingenue.' And she said, 'No, I understand, I get it.'"

"When Lindsay was acting with Rachel, she got very shy, because Rachel was older and a very accomplished actress. She'd come in the room and not talk to Lindsay -- she was very focused. Lindsay kind of got nervous around her, and I thought that, more than anything, was going to be the deciding factor, the fact that she affected Lindsay in that way."

Amanda Seyfried also tested for Regina, but her take on the character was somehow "more frightening, but oddly, less intimidating." Seyfried would go on to be cast as The Plastics' ditziest member, Karen.

James Franco - Spider-Man (2002)

James Franco’s arc as Harry Osborn in Sam Raimi’s Spider-Man trilogy would eventually see the character emerge as an antagonist. But prior to being cast as Osborn in the first film, Franco screen tested for the role of…

…Peter Parker, a.k.a. Spider-Man. Tobey Maguire would go on to land the coveted role, now played by Andrew Garfield in Marc Webb’s reboot of the series.

In an interview with Movies.com, Franco explained how extensive his auditions were, and how Raimi offered him the part of Harry.

“People bring up the fact that I auditioned for Peter Parker and I tested, and it was huge test. It must have been thousands of dollars just for this test. There were cranes and sets and they kept me waiting about six weeks. And then Tobey got the role and…I mean nobody believes when I say that I think he’s perfect for the role. I think he has done a better job than I would do in that role. But after the test, after Tobey got it, I guess Sam [Raimi] and I got along well enough that he wanted me in the movie. And as far as I know he didn’t audition anybody else for Harry. He just called me up and asked me if I wanted to play that role.”

Clancy Brown - Superman (1996)

Since Superman the Animated Series, Clancy Brown has become the quintessential Lex Luthor, voicing the character in countless other DC animated series, films, and video games. Before landing the role of the Metropolis Mogul, Brown auditioned for…

…Superman, a.k.a Clark Kent. After the audition, Bruce Timm felt Brown’s menacing yet charming voice would be better suited for Lex Luthor. Wings star Tim Daly would go on to voice Superman/Clark Kent instead.

In the animated series The Batman, Brown also voiced the villains Mr. Freeze and Bane in addition to crossover appearances as Lex. It is also interesting to note that Daly’s son, Sam Daly, would also go on to play Superman, voicing the character in Justice League: The Flashpoint Paradox.

Lee Pace - Guardians of the Galaxy (2014)

The only glimpse we’ve gotten so far of Lee Pace as Ronan the Accuser is the split-second shot in the trailer of him choking Drax the Destroyer (Dave Bautista). Before Pace was cast as the primary antagonist in Marvel’s Guardians of the Galaxy, he and a long list of actors all auditioned for…

Peter Quill, a.k.a. Star Lord. Along with Pace, other notable actors like Joel Edgerton, Garrett Hedlund, James Marsden, Jim Sturgess, Joseph Gordon-Levitt, Aaron Paul, Michael Rosenbaum, Zachary Levi, and John Krasinski were all up for the part of Quill. Parks and Recreation star Chris Pratt would emerge as the studio’s choice to play the Han Solo-esque outlaw who will serve as the Tony Stark-type anchor of Marvel’s cosmic universe.

Pace’s diverse list of credits likely led to him being chosen for Ronan the Accuser, whom the actor has described as “f***ing psycho!" and "a real monster.”

Heath Ledger - The Dark Knight (2008)

Last, but certainly not least, is Heath Ledger’s remarkable portrayal of the Joker in The Dark Knight. The actor posthumously won the Academy Award for Best Supporting Actor, marking the first time a comic-book movie received an Oscar for achievement in acting. Along with Chrisitan Bale, Cillian Murphy, and many others, Nolan initially approached Ledger to discuss playing…

…Bruce Wayne, a.k.a. Batman in Batman Begins. Ledger took the meeting, but immediately told the director that he wasn’t interested. Nolan explained in a Q&A for the Film Society of Lincoln Center,

“He was quite gracious about it, but he said, 'I would never take a part in a superhero film.' "

After the release of Batman Begins, Ledger changed his tune and actively pursued and signed onto the role of the Joker months before there was an actual screenplay.