The Shawshank Redemption is such a staple of modern classic cinema, it’s hard to imagine this iconic prison drama any other way, but the cast could’ve easily included several other faces. Instead of Tim Robbins and Morgan Freeman as the leading duo of Andy Dufresne and Red, the film could’ve featured any number of 90s actors whose stock was on the rise. With the benefit of hindsight, it’s fascinating to wonder how these near-misses and coincidences could’ve reshaped one of the most beloved films of all time.

Adapted from the 1982 Stephen King novella Rita Hayworth and the Shawshank Redemption, the film tells the story of the innocent man Andy Dufresne who is wrongly sentenced to back-to-back life terms in Shawshank Prison. Over the course of its 142 minute runtime, it explores Andy’s journey via his fellow inmates, the concept of imprisonment—mental as well as physical, the nuances of the prison-industrial-complex, and justice. It opened to modest box office numbers and was boxed out of winning any of its 7 Oscar nominations in a crowded 1994 class. Nevertheless, it became a cultural mainstay, ascending to the top of the IMDB Top 250 list and placing on countless critics’ lists of essential movies.

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But the project was by no means a guaranteed success. Even from the start, decisions were made that could’ve seismically altered the final product. Frank Darabont, then a screenwriter who had a preexisting relationship with King, having adapted several of his works since the 80s, made his directorial debut with Shawshank Redemption, boldly fending off a lucrative offer from the more established Rob Reiner, who also had an interest in the job and had directed prior King adaptations. Reiner became Darabont’s mentor on the project. From Darabont came the now-iconic casting choices which would define the project, and piece by piece, the movie took shape. But the serendipity associated with Shawshank makes it ripe for playing the “what if…” game.

Andy Dufresne

In a retrospective, Vanity Fair wrote that Reiner’s initial vision put Tom Cruise in the leading role. Cruise had just come off a massive success with Reiner in the form of Aaron Sorkin’s classic courtroom drama A Few Good Men (1992). Cruise even did a table read, but he was unwilling to work under Darabont as it was his first film. Fellow 90s mainstays Tom Hanks and Kevin Costner were offered the role, but passed. Hanks was busy with the lead in Forrest Gump (1994), the film which would beat out Shawshank for Best Picture, among other awards. Costner had the lead in the post-apocalyptic Waterworld (1995) and was therefore unavailable.

After a few more names came and went through Castle Rock Entertainment, Darabont at last turned to Tim Robbins after seeing him in the 1990 psychological horror film Jacob’s Ladder. It was Robbins who spurred the hiring of experienced cinematographer Roger Deakins, a sure-footed Gregg Toland to Darabont’s green Welles. Deakins would go on to earn an Academy Award nomination for his work on the film, one in a long list of accolades for the legendary DP.

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Ellis Boyd “Red” Redding

The original novella describes Red as a white Irishman. In the aforementioned Vanity Fair piece, Darabont is said to have first thought of some of his favorite actors: Gene Hackman and Robert Duvall, who were unavailable for one reason or another. The Daily Beast reported that Harrison Ford, Paul Newman, and Clint Eastwood were considered for the role, Ford being Reiner’s initial choice opposite Cruise’s Andy Dufresne.

In the end, Castle Rock producer Liz Glotzer suggested ignoring the novella’s characterization outright and casting Morgan Freeman. Deadline reported that Darabont was receptive to the decision, having seen him in Brubaker (1980), and Robbins was excited to work with Freeman after having grown up watching him on The Electric Company. Freeman himself has cited the script as being among the best he’d ever read, and was delighted at the chance to be in the film in any role. When he found out Castle Rock was eyeing him for Red, he recalled in the Vanity Fair piece, “And I thought, Wow, I control the movie! I was flabbergasted by that.

Warden Samuel Norton

In adapting the 93 page story, Darabont embellished certain elements to reinforce the film’s themes. One such major decision was to condense certain prison officers into Warden Norton, the Nixonesque head of Shawshank Prison who serves as the film’s ultimate antagonist. Bob Gunton was approached for the role while filming Demolition Man (1993), and the studio nearly had to look elsewhere because Gunton’s head was shaved bald for that role. The studio reportedly was considering other big names for the role, but Darabont and producer Niki Marvin backed Gunton as their horse. After all, Gunton and Robbins were of similar height, making the suit gag more believable. In the end, he wore a wig for early scenes and, after his hair grew back, they shot later scenes, as the film was nearly shot in-sequence.

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Boggs Diamond

James Gandolfini passed on the role of Boggs, the violent prison gang leader, and Andy’s repeat assaulter. In 1994, Gandolfini had relatively few film credits to his name, but he soon became an icon when he started working in television during the late 90s, most notably as mafioso Tony Soprano in the eponymous HBO series. Instead, the role went to character actor Mark Rolston, a veteran of several genre films including Aliens (1986) and Lethal Weapon 2 (1989).

Tommy Williams

A young Brad Pitt nearly played inmate Tommy Williams, himself another character that was the beneficiary of Darabont’s retooling of the original novella. In the book, Tommy exchanges evidence that would free Andy to the Warden for a transfer to a nicer prison, but Darabont ups the ante of Norton’s villainy and introduces some cinematic violence into the story by riddling the kid with bullets at Norton’s direction. In a USA Today piece, Pitt remarked he has no regrets about passing on the project, and Darabont was happy with Gil Bellows’ debut in the role. No one knew how fast Pitt would ascend into stardom following his turn in Thelma & Louise (1991). He skipped out on The Shawshank Redemption, incidentally, to act alongside fellow Shawshank near-miss Tom Cruise in Interview with the Vampire (1994).

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