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Richard Gere & Julia Roberts are dream casting today for PRETTY WOMAN, but in 1989 Disney wanted Sean Connery & Meg Ryan.

Neither Gere nor Roberts were close to topping the studio or director Garry Marshall’s (BIG) lists to star in the rom-com by J. F. Lawton, which originally was a dark story about pay-for-sex in 1980’s L.A. Edward, the wealthy executive played by Gere, hires a call girl to be with him during his week in town for business meetings. Vivian, played by Roberts, was supposed to be a druggie hooker getting $3,000 for the week from Edward — but only if she temporarily stops using cocaine.

Lawton’s original screenplay was called “3000” and had a bumpy ending where Edward pushes Vivian out of his car and drives off. Vivian winds up with her prostitute pal Kit on a bus to Disneyland.

Laura Ziskin, PRETTY’s executive producer, knew Vivian had to be a sympathetic character for moviegoers and called for rewrites that transferred Vivian’s worst features to Kit. Jeffrey Katzenberg, Disney Studios president at the time, had “3000” converted to a rom-com fairy tale for the studio’s Touchstone Pictures label. It was retitled because Disney felt audiences would think “3000” was a sci-fi movie. PRETTY, which was produced for $14M, opened March 23, 1990 and did $463.4M worldwide.

Marshall started out wanting Karen Allen as Vivian, but she passed. Meg Ryan, Disney’s choice, also said no. Molly Ringwald declined. Winona Ryder auditioned, but didn’t seem old enough to Marshall. Also auditioning: Patricia Arquette, Drew Barrymore, Kristin Davis, Brooke Shields, Uma Thurman & others.

With so many A-List actresses out of the picture, so to speak, Marshall considered and then hired Roberts, who was just 21 and known only for the 1988 sleeper hit MYSTIC PIZZA. The rom-com drama STEEL MAGNOLIAS, which got her a Supporting Actress Oscar nom, was filmed in ’88 but didn’t open until November ’89. It was Roberts’ PRETTY performance that made her a star.

As for Edward, there also were many turn-downs. Al Pacino did a screen test with Roberts, but thought he wasn’t right for the part. John Travolta auditioned. Harrison Ford was considered. Burt Reynolds was offered the role, but passed.

When Christopher Reeve auditioned, Roberts couldn’t be there because of other commitments. Reeve’s take on it was:

“I had to play the scenes with the casting director, who kept her nose buried in the pages and read about as well as a reject from some community theater. Halfway through the second scene, anger, frustration and humiliation got the better of me. I ripped the pages in half, dropped them on the floor and told Garry Marshall and the producers that they had no right to treat any actor this way — and stalked out of the room!”

In a TV interview years later, Reeve acknowledged that after seeing PRETTY he realized just how big a mistake he’d made.