By the time Phase 2 of the MCU came around, it was a proven success. The road to The Avengers was not always a smooth one but once audiences got to see all their favorite heroes sharing the screen in the ultimate team-up movie, it became clear that this was going to be something special. So the next phase of the cinematic universe went bigger, took more chances and brought in even more characters.

The ever-expanding cast of the MCU has beginning to bring in new faces as well as some hugely talented Hollywood stars. Actors began to seek out roles in the popular franchise and join in on the superhero fun. While we’re happy with the MCU cast that we have, it would have been interesting to see some of these alternative casting choices. Here are some of the actors who almost had roles in Phase 2 of the MCU.

Saoirse Ronan As Scarlet Witch

Saoirse Ronan is one of the most talented young actors working in the business today, having already scored three Oscar nominations in her short career. She has also gained enormous success while largely avoiding the big budget movies, not that she hasn’t come close. Along with auditioning for a role in The Force Awakens, Ronan was once circling the role of Wanda Maximoff/Scarlet Witch in Avengers: Age of Ultron.

Marvel was apparently so keen on casting Ronan that she was used for the design of the character before even being cast. Elizabeth Olsen eventually took the role and will soon reprise it in the upcoming Disney+ series, WandaVision.

Jason Momoa As Drax

Jason Momoa sort of looks like a superhero in real life so it’s not too shocking that he was eventually cast in Aquaman. But before talking to fish, Momoa was almost a part of the MCU as Drax the Destroyer in James Gunn’s first Guardians of the Galaxy.

Momoa certainly has the right look to play the hulking goofball, and like Saoirse Ronan, Momoa was considered enough to inspire some early concept art. Momoa turned down the role saying that at the time he was more interested in taking on new kinds of roles. Thankfully, Dave Bautista ended up shocking many by being the perfect Drax.

Jordan Peele As Unknown Ant-Man Role

Before he was making ground-breaking horror films, Jordan Peele was just another comedic actor in Hollywood. Best known for his sketch show, Key and Peele, he was a well-respected performer who didn’t show up in too many big movies. However, Peele was very close to playing an unknown role in Ant-Man when Edgar Wright was directing the film.

Peele was actually cast in the movie but after Wright left, it’s fair to assume things changed and the role was eliminated. Although it’s unclear what the role was, a good guess would be one of Scott Lang’s crew, possibly even Luis who was played by Michael Pena in the finished film.

Mads Mikkelsen As Malekith

Mads Mikkelsen is one of those amazing actors who Hollywood only seems to see as a villain. To be fair, Mikkelsen has played a memorable bad guy in movies like Casino Royale and Hannibal. He almost had a chance to play one of the MCU’s most forgettable antagonists in Thor: The Dark World.

Mikkelsen was very close to being cast as Malekith, the leader of the Dark Elves but scheduling conflicts with Hannibal prevented that from happening. Instead, Christopher Eccelston was saddled with the dull part while Mikkelsen would eventually play the villainous Kaecilius in Doctor Strange.

Alec Baldwin As Unknown Villain

Alec Baldwin is quite a versatile actor who can switch between comedic and dramatic roles with ease. He is also just as effective at playing the villain as he is playing the hero. His intense performances and intimidating sense of authority make him a great antagonist. He almost got to show off those bad guy skills as one of the MCU’s Phase 2 villains.

Baldwin wouldn’t say which role it was that he was offered, only that his wife’s pregnancy forced him to turn it down. One likely possibility was that Baldwin was originally going to play Alexander Pierce in Captain America: The Winter Soldier. While he would probably have been great in the role, having Robert Redford play the part was pretty exciting.

Alison Brie As Sharon Carter

The Russo Brothers initially seemed to be a strange choice to direct The Winter Soldier but have since proven to be integral to the MCU’s success, having directed four of its biggest movies. They also have a fun tradition of including some of their old Community cast members in the Marvel movies. While Alison Brie has yet to appear, she almost had a very big role.

Brie admits she has auditioned for more than one Marvel movie, but it is rumored one role she was definitely in the running for was Sharon Carter in The Winter Soldier. Emily VanCamp got the role but Brie is having great success on television with the Netflix series GLOW.

Jessica Chastain As Hope Van Dyne

Jessica Chastain can currently be seen in Dark Phoenix, but she has reportedly been approach on several occasions about joining the MCU. The biggest role Chastain was linked to was that of Hope Van Dyne in Ant-Man.

Chastain seems to be a big fan of the Marvel films and was keen to join, but she wanted it to be the right role. She talked about her desire to play one of the heroes herself and while Van Dyne did eventually become The Wasp, Chastain wasn’t keen to wait until the sequel to get something to do. Evangeline Lilly took the role and finally got a chance to shine in Ant-Man and The Wasp.

Michael B. Jordan As Falcon

Michael B. Jordan is now one of Hollywood’s most sought after actors. But before he was a household name, he was another actor auditioning to be the next big thing. Jordan came close to joining the superhero game even before Fantastic Four when he auditioned for the role of Falcon in The Winter Soldier.

Jordan confirms he was in the conversation for the role before Anthony Mackie was eventually cast. Jordan went on to stardom and eventually became one of the MCU’s best villains as Killmonger in Black Panther.

Nikolaj Coster-Waldau As Rumlow/Crossbones

With Game of Thrones now over, Nikolaj Coster-Waldau can put the character of Jaime Lannister behind him and move on to new roles. However, when the show was on, Coster-Waldau nearly joined another huge franchise, albeit in a supporting role.

Coster-Waldau was considered for the role of Crossbones, the Hydra mercenary who has had a couple run-ins with Captain America in the movies. He was reportedly considered alongside actors like Josh Holloway and Kevin Durant before Frank Grillo was cast. It’s unclear why Coster-Waldau didn’t get the part, but it would have been hard to juggle the MCU and Game of Thrones.

Glenn Howerton As Star-Lord

It was quite a shock that Chris Pratt, the chubby goofball from Parks and Recreation, was chosen as the lead in Guardians of the Galaxy, one of the MCU’s most ambitious movies. Pratt, of course, proved to be absolutely perfect for the part and turned himself into an action hero. But another television comedy star was very close to getting the part of Star-Lord.

Glenn Howerton who plays Dennis of It’s Always Sunny in Philadelphia was, according to James Gunn, the second choice to play Peter Quill after Pratt. Howerton is hilarious on It’s Always Sunny and it would have been interesting to see how he fit into a hero role like Quill.