- Michelle Pfeiffer, Dangerous Liaisons, 1989. UK director Stephen Fears saw her for Madame Tourvel, then called her back for the courtesan - “the prostitute,” she corrects. “The one whose backside John Malkovich uses to write a letter on. “
- Laura Benson, Dangerous Liaisons, 1989. “I didn’t get the part - wasn't even offered it. Make sure you get that right! Well, it's hard to be bitter when it’s your bum that didn’t get the part.” All of her got Madame Merteuil in Czech helmer Milos Forman’s rival version, Valmont, shot during the same summer in France.... But in different chateaux. France had more than enough of those for everyone.
- Angelica Huston, The Grifters, 1990. Stephen Frears saw her again - as the mother. “But she said no, she’d like to play the girlfriend. As if only a fool would think otherwise.” So she did.
- Glenne Headly, Dick Tracy, 1990. With each having to cancel various meetings, director-star Warren Beatty and the newest best actress in town never did get together about being the love of Tracy’s life. Instead, she became the love of Beatty’s life. As with his serious relationships - Joan Collins, Leslie Caron, Julie Christie, Diane Keaton - he first fell in love with Annette on-screen. “She’s got everything.” Including him, a son and three daughters, after they wed in 1992.
- Robin Wright Penn, The Playboys, 1991. Being pregnant with Warren Beatty’s Katlyn meant big headlines and a law suit - quickly settled out of court. Robin knew the territory having lost Maid Marian to Kevin Costner's Robin Hood when expecting Sean Penn's baby.
- Michelle Pfeiffer, Batman Returns, 1991.
- Judy Davis, The New Age, 1993. Portents were good: directing debut of The Player writer Michael Tolkin for Oliver Stone’s company. Beatty’s plans for a second film with his wife were stopped by another pregnancy (Benjamin). The role was passed to (and by) a former Beatty conquest, Isabelle Adjani. Peter Weller subbed for Beatty.
- Meryl Streep, The House of Spirits, 1994. The plan in 1989..
- Bridget Fonda, The Road To Wellville, 1994. This time she was supposed to be replacing Isabelle Adjani in Alan Parker's early casting.
- Demi Moore, Disclosure, 1995. First choice of her Bugsy-maker Barry Levinson, she was already linked to another sexual harassment script, But quit, finally because. well, “I can only thank her for getting pregnant,” said Moore. With Warren Beatty’s lad, Benjamin.
- Nicole Kidman, The Peacemaker, 1997. Pregnant again - Isabel - changing Spielberg's plans for George Clooney's leading lady in the first DreamWorks production.
- Jamie Lee Curtis, Freaky Friday, 2003. Tit for spat? Annette backed away from being Lindsay Lohan’s mother... Four years later, Lohan backed out of Bening film with a title to match the Lohan career: A Woman Of No Importance.
- Helena Bonham Carter, Sweeney Todd: The Demon Barber of Fleet Street, 2006. Bening, Toni Collette, Nicole Kidman, Cyndi Lauper, Bernadette Peters, Meryl Streep plus great Brits Imelda Staunton, Kristin Scott Thomas, Emma Thompson and Kate Winslet were seen for Mrs Lovett, making the meatiest of meat pies (from the victims of a demonic Johnny Depp). They all lacked one essential. They were not living with director Tim Burton! HBC was - and proved it by being pregnant during the shoot.
- Meg Ryan, The Women, 2007. After 15 years trying to writer-direct her version of MGM’s magic, the fizz had left the bubbly for the TV Murphy Brown creator Diane English. Early on, Bening was set for the Norma Shearer role - which Meg Ryan and Julia Roberts fought over in 1996, like a re-tread of the 1938 billing battles between Shearer and Rosalind Russell. Bening finally ally played opposite Ryan in Rosalind Russell’s old role.
- Meryl Streep, Doubt, 2007. Directing his script of his 2005 Pulitzer Prize-winning Broadway play, John Patrick Shanley first asked Frances to be the dragon nun, Sister Aloysius Beauvier. Next: Bening, Kathy Bates, Anjelica Huston, Sigourney Weaver - never the original Brodway star and Tony winner Cherry Jones. Result: Meryl’s 15th Oscar nomination.
- Virginia Madsen, The Magic of Belle Isle, 2011. Bening dropped out, Madsen dropped in. For, she claimed, Morgan Freeman’s first on-screen love story in his 50 year career.
- Anne Archer, Lullaby, 2013. Bening and Hallee Steinfeld as mother daughter became Archer and Amy Adams.
- Julia Roberts, The Normal Heart, TV, 2013. Annette, Julia (who passed first time around), Sharon Stone and, of course, Barbra Streisand, were all due to play AIDS researcher Dr Emma Brookner - as La Barb spent ten “earnest and passionate” years trying to mount and direct a film of the Larry Kramer’s 1985 play. He complained he’d be dead before she managed it – nothing, of course, to do with him insisting on $1m for his script which must be used without changes He next accused Streisand of making Emma the most important role, when she only offered to play her, as well as helming, to help raise a budget. Kramer couldn’t give it away over the next decade, until TV hot-shot Ryan Glee Murphy talked HBO into a deal.