The Mother Brain Files: Top 10 ‘What Could Have Been’ Films

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The Mother Brain Files: Top 10 ‘What Could Have Been’ Films
By Mother Brain

Have you ever wondered what your favorite films would have been like had they been handled by another a-list director? Usually Hollywood films in development have a short-list of 5-10 directors per project depending on the material. Sometimes a director gets hired on a project only to back out over creative differences with the studio or general production delays occur. The end result can be for better or for worse. These are my top 10 “what could have been” films in recent Hollywood history:

10. David Cronenberg’s TOTAL RECALL (Mid 1980s)

Before Arnold Schwarzenegger got his ass to Mars, David Cronenberg of Videodrome and Dead Zone fame was attached to direct the adaption of Philip K. Dick’s We Can Remember it For You Wholesale. While the story remained the same, Cronenberg fought with screenwriter Ron Shusett and producer Dino DeLaurentiis over the tone of the film. While Cronenberg wanted a deadly serious tone like the later Dick adaptation of Minority Report, Shusett and DeLaurentiis wanted “Raiders of the Lost Ark goes to Mars.” The disagreements also got as far as the casting stage when Cronenberg wanted to cast William Hurt as Quaid over the studio preferred Richard Dreyfuss. The creative battles led to Cronenberg quitting the project just as DeLaurentiis went bankrupt and sold the property to Carolco Pictures to star Schwarzenegger as Quaid with Paul Verehoeven at the helm.

9. Sidney Lumet’s SCARFACE (Early 1980s)

The classic 1983 Al Pacino film was almost not the classic it became to be. When first conceived in the early 80s, Universal Pictures sought to produce a straight remake of the 1932 Howard Hawks film set during the St. Valentine’s Day Massacre. Brian DePalma was always the first choice for the director’s job as well as Pacino in the title role. Then after passing on the project, the producers approached Sidney Lumet who had previously directed two Pacino classics, Serpico and Dog Day Afternoon. Lumet reconcieved the story by modernizing the timeline to early 80’s Miami and switching the central characters from Italian to Cuban gangsters with Fidel Castro deporting Cuban refugees into the Mariel Harbor boat lift as the historical backdrop. After spending months into development, however, Lumet walked away from the project and DePalma, attracted by the new story idea, returned to make an unforgettable classic.

8. Joe Dante’s BATMAN (1984-1985)

Hot off the success of Gremlins in 1984, Joe Dante earned the confidence of Warner Bros. executives to produce a legit Batman film written by Superman: The Movie’s creative consultant Tom Mankiewicz. Like Superman, Mankiewicz’s screenplay was a full blown epic of an origin story which followed Bruce Wayne’s transformation into the Dark Knight and his eventual pairing with Robin to face the trio of the Joker, the Penguin, and Rupert Thorne. For Dante, however, there was more interest in the Joker than the title character. Unable to get around the fact that the story followed a man dressing up in a bat costume, Dante turned the job down. Mankiewicz’s screenplay would be scrapped in favor of Sam Hamm’s Dark Knight Returns-inspired screenplay which would be produced as the classic 1989 film with Tim Burton at the helm.

7. Tim Burton’s BATMAN FOREVER (1992-1993)

Before the release of Batman Returns in 1992, Tim Burton was expected to take the director’s chair for the third installment of the Batman series with the Riddler as the sole villain, rumored to the played by Robin Williams. Like Christopher Nolan’s The Dark Knight, the premise was an intimidation game between Batman and the Riddler with a serious of random terrorist-like attacks in Gotham City. Warner Bros., however, was disappointed by the box office results for Returns as well as the backlash from parents who disliked the troubling tone of the film. The studio would give Burton the boot in favor of Joel Schumacher which in turn caused Michael Keaton to quit the role over creative differences.

6. Tim Burton’s SUPERMAN LIVES (1997-1998)

The newfound popularity of the Man of Steel after his infamous death and return storyline sparked interest from Warner Bros. to bring him back to the big screen following the 1987 debacle Superman IV: The Quest for Peace. Jon Peters was given the producer title as the project would undergo a series of rewrites and delays in production start dates. The most famous draft was written by Kevin Smith who was instructed to make Superman wear a black suit, not fly, and fight a giant spider in the third act.

Once Burton came on board, Smith’s screenplay was rewritten with the idea that Braniac would send Doomsday to earth to kill Superman while joining forces with Lex Luthor. This edgy new take on the mythology gained steam in 1997 when Nicholas Cage signed on to play the title role and underwent numerous screen tests before an early 1998 start date. Yet, an expensive screenplay and one too many creative differences between Burton and Peters ultimately killed the project. The new Superman film would undergo more rewrites and directors before settling on Bryan Singer’s take in 2006’s Superman Returns.

5. Richard Donner’s SUPERMAN II (1978-1980)

When the Salkind family approached director Richard Donner to bring Superman to the big screen, they offered him not one but two movies to be shot simultaneously as one continuous story. Nineteen months into production, Donner and the Salkinds butt heads over the budget and say over final cut. While Donner managed to complete Superman: The Movie which shattered box office records in late 1978, the Salkinds gave him the boot anyway in favor of Richard Lester to complete what was left of Superman II. Unlike the uneven dramedy of Lester’s version, the Donner version maintained the spiritual presence of Jor-El (Marlon Brando), a more dramatic unveiling of Clark Kent’s identity to Lois Lane, and Superman spinning the earth backwards to prevent the Phantom Zone villains from creating chaos on the planet. Over 20 years would pass before Donner relocated his missing footage to create Superman II: The Richard Donner Cut on DVD.

4. Bryan Singer’s X-MEN: THE LAST STAND (2003-2005)

The huge success of X2 was thought to be a good sign of things to come for the X-Men film franchise. Following X2’s release, Singer along with screenwriters Michael Dougherty and Dan Harris developed a treatment for X3 which emphasized the Dark Phoenix saga. The story involved the Helfire Club and Emma Frost (aka White Queen) manipulating Jean Grey’s emotions to control her. Jean would sacrifice herself in the end only for her spirit to survive as the Phoenix. Singer’s dream was to cast Sigourney Weaver as Emma Frost as well as introduce Gambit with Keanu Reeves in mind for the role. Due to the demands from Fox to get the film ready by 2005 as well as the offer from Warner Bros. to direct Superman Returns, Singer left the project and the script was rewritten as X-Men: The Last Stand under the direction of Brett Ratner. While successful financially, the critical and fan reception was highly negative.

3. Quentin Tarantino’s CASINO ROYALE (2004-2005)


In his own unique attempt to break up the formula of the James Bond franchise, Quentin Tarantino had great interest in obtaining the rights to the only Ian Fleming novel not owned by Eon Productions. Rumor has it Tarantino consulted the Fleming family about the matter with the intention of making it a period film in the 50s just like the novel and to have it shot black and white. Tarantino also expressed interest in keeping Pierce Brosnan as Bond and his muse Uma Thurman as Vesper Lynd. Tarantino’s publicly expressed interest in Casino Royale was said to be the very reason why Eon outbid him for the rights, leading to the eventual reboot of the franchise starring Daniel Craig.

2. Ridley Scott’s I AM LEGEND (1997-1998)

The adaptation of Richard Matheson’s novel about the last man on earth batting mutated humans from an experiment gone wrong had a troubled history that spanned over a decade. Many scripts were written and a number of a-list actors from the 90s were considered for it. The closest it came into production during this time was in 1997 when Ridley Scott was hired to direct and Arnold Schwarzenegger was attached to star. Los Angeles was the film’s setting and the script by John Logan was very ambitious for its time. The first hour alone goes without dialogue, minimized the action in favor of a more psychological thriller tone, and the ending was very somber. As time went on, rewrites were put into place to add more action and the budget escalated to over $100 million. Fearing the lack of marketing appeal and still reeling from the failures of other blockbusters (i.e. Batman & Robin), Warner Bros. pulled the plug on I Am Legend and it would take 10 years before it finally saw the light of day with Will Smith as the star and Constantine’s Francis Lawrence in the director’s chair.

1. James Cameron’s SPIDER-MAN (1991-1997)

Hot off of the success of Terminator 2, director James Cameron was announced to helm the Web Slinger’s origin story for a big screen adaptation. A 47 page treatment was written by Cameron himself which told Peter Parker’s origin story and featured altered versions of Electro and the Sandman as the villains. Even Spider-Man underwent a few cosmetic changes including organic web-shooters as opposed to the mechanical ones from the comics. Like Burton’s Batman, Cameron’s take on the story was tough and edgy. Profanity was present, a heavy love scene between Parker and Mary Jane took place, and the big climax was a battle on top of the World Trade Center. Legal problems over the rights, however, would force delays on the project. As the years went on, rumors surfaced that Cameron was pursuing Leonardo DiCaprio in the title role with Arnold Schwarzenegger as Doctor Octopus. Then after he his high note with Titanic in 1997, Cameron stepped down from the project just as the legal ramblings ended with Sony obtaining the film rights. Spider-Man would finally come to life under the direction of Sam Raimi in 2002. Only Cameron’s organic web-shooters made the final cut.

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