HBO’s The Sopranos is one of the most acclaimed TV series of all time. Before Vince Gilligan cemented the era of “Peak TV” with Walter White’s groundbreaking transformation in Breaking Bad, David Chase’s mafia series broke the mold with the surreal saga of Tony Soprano. This is the show that proved that television could be just as cinematic and artistic and engaging as movies.

The first step toward turning Chase’s pilot script into a timeless TV classic was casting the perfect actor for each role. While all the major roles in The Sopranos ended up with the ideal performer, they were rarely the producers’ first choice.

10 Perfectly Cast: James Gandolfini As Tony Soprano

Long before Bryan Cranston played Walter White and Michael K. Williams played Omar Little, James Gandolfini was the quintessential TV antihero as New Jersey mobster Tony Soprano. Gandolfini brought more depth to Tony than perhaps any other actor who’s ever played a gangster.

In the new prequel movie directed by Alan Taylor, The Many Saints of Newark, a young Tony will be played by Gandolfini’s real-life son, Michael Gandolfini.

9 Almost Played It: Ray Liotta

David Chase was heavily influenced by Martin Scorsese’s Goodfellas in bringing the mafia lifestyle to the small screen, so it’s hardly surprising that he asked that movie’s star Ray Liotta to play Tony.

Liotta turned down the role of Tony and he was later offered the part of Ralph Cifaretto but turned that down, too. The actor will finally be joining the Sopranos universe in The Many Saints of Newark.

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8 Perfectly Cast: Edie Falco As Carmela Soprano

Edie Falco had to balance a lot of complicated emotions as mob wife Carmela Soprano. Carmela knows her husband is having regular affairs and grapples with feeling betrayed and unloved; she even entertains the idea of having her own affair, although all her potential suitors are too terrified of her husband to go through with it.

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While James Gandolfini’s portrayal of Tony was defined by explosive bouts of anger, Falco’s portrayal of Carmela was defined by her slightly more controlled temper.

7 Almost Played It: Lorraine Bracco

Just as Ray Liotta was offered the role of Tony after playing Henry Hill in Goodfellas, Lorraine Bracco was offered the role of Tony’s wife Carmela after playing Henry’s wife Karen in the Scorsese movie. And just as Liotta turned down the role of Tony, Bracco turned down the role of Carmela, feeling it was too similar to her previous mob wife role.

Bracco enjoyed the script, but she set her sights on a different role, Tony’s therapist Dr. Melfi, which she thought would be more of a challenge. She ended up knocking that role out of the park.

6 Perfectly Cast: Michael Imperioli As Christopher Moltisanti

Although Christopher Moltisanti is a cousin once removed on Carmela’s side, Tony calls him his nephew and loves him like a son. He’s his protégé, so he’s heartbroken when he gets hooked on drugs.

Chris has one of the most tragic arcs in The Sopranos — primarily due to his struggles with addiction — and Michael Imperioli played every step of that journey beautifully.

5 Almost Played It: Christian Maelen

While Michael Imperioli was David Chase’s first choice for the role of Christopher Moltisanti, if he’d been unable to take the part for some reason, Chase’s second choice was Christian Maelen.

Maelen ended up playing the voice of Big P***y’s son Joey LaRocca, the lead character of the 2006 video game The Sopranos: Road to Respect, set between seasons 5 and 6 of the series.

4 Perfectly Cast: Dominic Chianese As Uncle Junior

While Uncle Junior, the true boss of the Soprano crime family, was introduced as bitter and angry in the first season, he became more sensitive over the next few seasons as his health deteriorated and he was stuck under house arrest.

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Dominic Chianese did a terrific job of showing a once-intimidating mob boss as he slips into old age. In flashbacks, Junior is a ruthless criminal; in the present day, he’s aging like everybody else.

3 Almost Played It: Tony Sirico

Both Tony Sirico and Frank Vincent initially auditioned for the role of Uncle Junior. Vincent ended up joining the series in the role of Phil in season 5 and Sirico, of course, played Paulie Walnuts throughout the show’s entire run.

Sirico has a real-life criminal record, and when he was offered the role of Paulie, he only accepted it on the condition that the character would never become a rat.

2 Perfectly Cast: Nancy Marchand As Livia Soprano

Inspired by David Chase’s own mother, Tony’s overbearing mother Livia Soprano is one of the series’ most hateable villains. The character is infuriating, and Nancy Marchand played into her “sweet old lady” act brilliantly.

The young Livia who appears in flashback sequences was played by Laila Robins and later by Laurie J. Williams, who offered a fascinating youthful counterpoint to Marchand’s authentic coldness.

1 Almost Played It: Anne Bancroft

While the series eventually expanded to focus on Tony’s entire life, David Chase conceived The Sopranos specifically as the story of a mob boss with mommy issues. It was originally a feature film script before he retooled it as a TV pilot, and the movie revolved around Tony’s relationship with his mother, Livia.

When Chase was writing the script, his top choice for the role of Livia was Anne Bancroft, the screen legend who played “Mrs. Robinson” in The Graduate.

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