The most renowned elements of Christopher Nolan’s filmmaking are on the technical side of things. His breathtaking IMAX cinematography is legendary, his cross-cutting finales have become a recurring motif, and his refusal to use CGI wherever possible has resulted in some of the most mind-blowing action sequences ever put on film.

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But there are also some unforgettable characters in the narratives of his movies, like his quintessential take on the Joker from The Dark Knight. Nolan often casts the perfect actor, like an Oscar-winning Heath Ledger, but they’re not always the only actor in the running for the part.

Batman In The Dark Knight Trilogy

Perfectly Cast: Christian Bale

Christian Bale's Batman running down a hall with bats flying behind him in Batman Begins.

While his growly Batman voice was a tad incomprehensible, Oscar winner Christian Bale gave a phenomenal performance as Bruce Wayne in The Dark Knight trilogy.

Batman is a multidimensional character. Usually, actors play the dichotomy of Bruce and his masked alter ego, but Bale digs even deeper than that. The billionaire playboy persona is the true mask that Bruce puts on. Bale plays the “real” Bruce – a strong, silent type – to perfection.

Almost Cast: Cillian Murphy

The Scarecrow presides over a court in The Dark Knight Rises

According to Den of Geek, before Bale was cast as Batman, the shortlist included Cillian Murphy. Murphy got so far into the process that he did a screen test as Bruce Wayne before Nolan realized he’d be a better fit for the villainous Scarecrow.

Since The Dark Knight Rises.

Dom Cobb In Inception

Perfectly Cast: Leonardo DiCaprio

Dom Cobb leaning over a desk watching his totem spin

In addition to developing strong working relationships with Martin Scorsese and Quentin Tarantino, Leonardo DiCaprio forged a terrific dynamic with Nolan on the set of Inception. In the role of idea thief Dom Cobb, DiCaprio brought a human element to the lofty, high-concept sci-fi crafted by Nolan.

While Nolan was busy bringing the dreamscape to life by driving a train through road traffic and building a revolving hallway for a fight scene, DiCaprio was playing a workaholic widower with all the relatable pathos of a father who wants to get home to his kids.

Almost Cast: Will Smith

Will strikes a pose in overalls for The Fresh Prince of Bel-Air promo pic

According to E!, the role of Cobb was first offered to Brad Pitt, who turned it down. Then, it was offered to Will Smith, who also turned it down.

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Now that Inception is one of the highest-grossing original movies ever made, it seems like a no-brainer to take the lead role. But when the story only existed in script form, it might’ve been difficult for these A-listers to wrap their heads around the concepts at play. DiCaprio itted on an episode of WTF with Marc Maron that he still doesn’t fully understand the movie himself.

Alfred Pennyworth In The Dark Knight Trilogy

Perfectly Cast: Michael Caine

Alfred quits working for Bruce in The Dark Knight Rises

Michael Caine was the perfect choice to play Alfred Pennyworth. He shared tangible father-son chemistry with Bale’s Bruce and nailed both dry one-liners about the subtlety of driving a Lamborghini and powerful monologues about men who want to watch the world burn.

This kickstarted a longstanding working relationship between Caine and Nolan. The actor subsequently appeared in such Nolan movies as Tenet.

Almost Cast: Anthony Hopkins

Anthony Hopkins in a jail cell in The Silence of the Lambs.

Caine turned out to be the ideal Alfred, but he wasn’t the first choice for the role. According to Digital Spy, before the part was offered to Caine, Anthony Hopkins was approached. However, Hopkins turned it down.

Hopkins went on to star in another superhero movie franchise for Thor movies.

Leonard Shelby In Memento

Perfectly Cast: Guy Pearce

Leonard Shelby holding up a polaroid In Memento

While his performances in Memento.

Pearce brought both the likability of an everyman and the brooding edge of a pulpy noir antihero to the role of Leonard, walking the fine line between genre tradition and human nuance.

Almost Cast: Brad Pitt

Brad Pitt with a handgun in Se7en

While Memento ended up working better without an A-lister in the lead role, Nolan originally wanted a bigger star to play Leonard. According to Mental Floss, one of the actors under consideration was Brad Pitt.

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Pitt is no stranger to psychological thrillers, having starred in both Fight Club for director David Fincher, but he didn’t end up clinching the lead in Memento.

The Joker In The Dark Knight

Perfectly Cast: Heath Ledger

Heath Ledger as The Joker threatens to blow up the mobsters with his grenade jacket in The Dark Knight.

When Nolan gave the role of the Joker in The Dark Knight to Heath Ledger, he was criticized for casting a teen heartthrob as the Clown Prince of Crime. But Ledger’s Joker ended up being praised as one of the greatest villains in movie history and winning a posthumous Oscar.

By combining the punk rock stylings of Sid Vicious from the Sex Pistols and the charming sociopathy of Alex DeLarge from A Clockwork Orange, Ledger beautifully translated the anarchy of the Joker’s comic book antics to the screen.

Almost Cast: Adrien Brody

Adrien Brody screaming with his hands up in The French Dispatch

There are unconfirmed rumors that after the backlash to Ledger’s casting, Warner Bros. had Paul Bettany waiting in the wings to replace him. According to Wes Anderson’s The Darjeeling Limited.

Brody said, “I met Chris on [The Dark Knight]. Heath was tremendous in that, but yeah, I would’ve loved to have done that. It was an amazing role. Amazing.” Brody could’ve made an interesting Joker, but it’s impossible to imagine anyone besides Ledger playing the part.

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