Sometimes things just don’t work out. And, even when it’s very late in the game, some actors feel there’s just no way they can continue to be attached to a certain project. Sometimes this is because of conflicts with another gig, other times it’s due to a script that has just changed too much since they initially signed on, and in other cases it’s because a certain director or co-star is attached that makes the star feel as though this is no longer the experience they signed up for. And, regardless of which aforementioned situation it is, they walk away.

It doesn’t always last forever, like how Neve Campbell walked away from Scream VI only to return for Scream 7, but more often than not it’s permanent. The following examples are actors who were either working on a franchise project, officially set to work on a franchise project, or were shoe-ins for a franchise project, only to walk away.

8) Sylvester Stallone — Beverly Hills Cop

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The first person signed on to play Axel in Beverly Hills Cop wasn’t Eddie Murphy, which is surprising because there’s never been a role that showed off its performer’s particular talents any better. No, it was actually Sylvester Stallone who was going to play Axel Foley. Or, rather, Axel Cobretti.

Stallone boarded the project, rewrote it so all the humor was sucked out, and killed off fan-favorite character Billy Rosewood halfway through the script. Long story short, Stallone departed two weeks before shooting was set to start because, amongst others, co-producer Don Simpson didn’t like the direction the actor was taking the project. Then, two years later, the changes Stallone brought to the table became the building blocks of the kind of fun but mostly oppressively dour and thematically problematic Cobra.

Stream Beverly Hills Cop on Paramount+.

7) Dougray Scott — X-Men

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Like with Beverly Hills Cop, the original X-Men was another case of a swift replacement being hands down the best choice. In this case, the first choice was Dougray Scott and, unlike Stallone, he didn’t one hundred percent quit by his own volition.

Meaning, Scott was more or less forced to quit his role as Wolverine. The reason was scheduling conflicts with Mission: Impossible 2, in which he plays the villain, as well as injuries in a motorcycle accident. Not to mention, Tom Cruise himself made Scott drop out of the iconic role and, three weeks after filming had already begun, Hugh Jackman signed on to replace him. The rest is history. Alongside Robert Downey Jr. and Ryan Reynolds, there is no one more inextricably linked to their comic book movie role than Jackman.

Stream X-Men on Disney+.

6) Michael Keaton — Batman Forever

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Michael Keaton wasn’t signed on for Batman Forever, but he was definitely offered the chance to come back. But, with Tim Burton out of the director’s chair and an adjusted tone he found too silly, Keaton turned down the role.

Stepping into the cape and cowl was Val Kilmer, who did wonderfully, but the end result was a movie that felt very much removed from the Gotham Burton had built. This even though the Edward Scissorhands director stayed on as producer. Fans were initially overjoyed when it was announced Keaton would be returning as Batman for the DCEU, but sadly one of those projects, The Flash, wasn’t well-received while the other, Batgirl, was filmed then left unreleased.

Stream Batman Forever on HBO Max.

5) Charlie Hunnam — Fifty Shades of Grey

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The original choices for Christian Grey and Anastasia Steele were, respectively, Sons of Anarchy‘s Charlie Hunnam and Madame Web‘s Dakota Johnson. They were both signed on. However, as we know, only the latter ended up staying on, with Hunnam being replaced by Jamie Dornan.

As for why Hunnam left, it came down to scheduling conflicts so intense he once said he was on the verge of a “nervous breakdown.” So, he got out of Shades and kept his commitments to Sons of Anarchy and Guillermo del Toro’s Crimson Peak. All’s well that ends well, Dornan stayed on for all three films and shared praised chemistry with Johnson while Hunnam continued to be great in Anarchy, was a nice addition to Crimson Peak, and focused on his mental health.

4) Peter Weller — RoboCop 3

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Even factoring in the remake, there’s an argument to be made that RoboCop 3 is the worst of the four movies. And, while it’s not the biggest issue, the replacement of Peter Weller was certainly a problem. Robert John Burke is a really terrific character actor, but the fact remains that Weller just flat out was RoboCop. Replacing him would have been akin to recasting the voice of Darth Vader just for Star Wars: Return of the Jedi.

There were multiple reasons for Weller not returning for the third movie. For one, while he wasn’t signed onto RoboCop 3, he was very much attached to Naked Lunch, so that took priority. And his commitment to Naked Lunch ended up being a blessing in disguise, because he didn’t much care for the suit. Not to mention, after wearing the ton of bricks RoboCop suit twice, it had started to wear on his body. It makes perfect sense why Weller said no, and the script for RoboCop 3 is so rough we can’t even imagine him having saved it. This was one trilogy-capper to leave in the idea pile.

Stream RoboCop 3 on fuboTV.

3) Robert Duvall — The Godfather Part III

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The Godfather Part III is better than RoboCop 3 by a mile, but it still really represents the same thing: a trilogy-capper that didn’t quite have enough reason to exist. It was even missing the great Robert Duvall as Tom Hagen, the Corleone family consigliere. In fact, he was so close to the Corleones that they genuinely thought of him as family.

But, as The Godfather Part III briefly explains, this is one family member who died off between installments. The reason simply came down to money. Duvall wanted to be paid something a bit closer to what Pacino was making. As he told 60 Minutes back in 2004, “If they paid Pacino twice what they paid me, that’s fine, but not three or four times, which is what they did.” Hagen definitely isn’t as integral a character as Michael Corleone, so it’s not hard to see how it went this way. But one also understands Duvall’s position. In terms of star power, they were basically on the exact same level back in 1990.

2) Terrence Howard — Iron Man 2

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What an upgrade. As is famous history by this point, Terrence Howard wanted to be paid as much as Robert Downey Jr. to return for Iron Man 2. The studio raised a very deserved eyebrow to this.

Howard was under the impression his War Machine was going to be as important as Iron Man in the, well, Iron Man movies. That was never going to be the case. Rhodey found himself recast and we got the great Don Cheadle instead, who certainly has paid his dues and earned the lead role in an MCU project by this point.

Stream Iron Man 2 on Disney+.

1) Sean Connery — The James Bond Franchise

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After his fifth adventure as James Bond, You Only Live Twice, Sean Connery was very much done with the role. So, when he made it official that he was retiring the role at the beginning of Live Twice‘s shoot, the search went out for his replacement and ultimately settled on model George Lazenby. Connery later returned for the official Diamonds Are Forever and the unofficial Never Say Never Again, but that was mostly because a big stack of money was shoved his way.

For his part, Lazenby also turned his back on the franchise after his one and only adventure, On Her Majesty’s Secret Service. At that point the role then went to Roger Moore, producer Harry Saltzman’s original choice to replace Connery (though Moore has stated he was never approached for Bond until it came time to make Live and Let Die).