Below is a list of movies for which Rachel was rumored/considered/offered a part, but ultimately wasn't a part of:
Mission Impossible 3- Offered role: Julia
Role ended up going to: Michelle Monaghan
- Plot: Ethan Hunt comes face to face with a dangerous and sadistic arms dealer while trying to keep his identity secret in order to protect his girlfriend.
Valentine's Day- Auditioned for:Morley Clarkson
Role ended up going to: Jessica Alba
- Intertwining couples and singles in Los Angeles break-up and make-up based on the pressures and expectations of Valentine's Day
Black Swan- Was considered for: Lilly
Role ended up going to: Mila Kunis
- A thriller that hones in on the relationship between a veteran ballet dancer and a rival.
Get Smart[list]
Offered Role: Agent 99
Role ended up going to: Anne Hathaway
- Maxwell Smart, Agent 86 for CONTROL, battles the forces of KAOS with the more-competent Agent 99 at his side.
Devil Wears Prada - Offered role: Andy Sachs
Role ended up going to: Anne Hathaway
- A naive young woman comes to New York and scores a job as the assistant to one of the city's biggest magazine editors, the ruthless and cynical Miranda Priestly.
Mamma Mia- Auditioned for: Sophie
Role ended up going to: Amanda Seyfried
- The story of a bride-to-be trying to find her real father told using hit songs by the popular '70s group ABBA.
Iron Man- Offered role: Pepper Potts
Role ended up going to: Gwyneth Paltrow
- When wealthy industrialist Tony Stark is forced to build an armored suit after a life-threatening incident, he ultimately decides to use its technology to fight against evil.
The Dark Knight- Was considered for: Rachel Dawes
Role ended up going to: Maggie Gyllenhaal
- Batman, Gordon and Harvey Dent are forced to deal with the chaos unleashed by an anarchist mastermind known only as the Joker, as it drives each of them to their limits.
Inception- Was considered for:Ariadne
Role ended up going to: Ellen Page
- In a world where technology exists to enter the human mind through dream invasion, a highly skilled thief is given a final chance at redemption which involves executing his toughest job till date.
Casino Royale- Offered role: Vesper Lynd
Role ended up going to: Eva Green
- In his first mission, James Bond must stop Le Chiffre, a banker to the world's terrorist organizations, from winning a high-stakes poker tournament at Casino Royale in Montenegro.
Fantastic 4- Auditioned for: Sue Storms
Role ended going to: Jessica Alba
- A group of astronauts gain superpowers after a cosmic radiation exposure and must use them to oppose the plans of their enemy, Doctor Victor Von Doom
The Last Kiss- Was cast as: Jenna
Role ended going to: Jacinda Barrett
- Michael and Jenna, having been a couple for three years, want to get married and start a family. These plans seem to be well on their way when Jenna announces that she's pregnant. But Michael is worried that his life and his youth will over for good.
If anyone knows of anything else, please let me know, and I'll add it! I don't know if all of them are true, but it's fun to speculate.
Most of these come from IMDB, and a few from interviews.
Any movies you wish Rachel had accepted? Any movies you were glad she ended up not being in?