The Silence of the Lambs features Oscar-winning performances from Anthony Hopkins and Jodie Foster, both perfectly cast in the roles of imprisoned cannibal killer Hannibal Lecter and ambitious FBI trainee Clarice Starling. But if director Jonathan Demme had his way, those roles would have gone to different actors entirely. In an interview with fellow director Paul Thomas Anderson, recorded at last year’s Austin Film Festival and newly posted to YouTube (h/t The Playlist), Demme lists the many stars who were considered for the 1991 thriller. Not only did Meg Ryan, Sean Connery, and Michelle Pfeiffer all turn the film down, but Demme was initially dead set against casting the one actress who wanted it most: Jodie Foster.

In his conversation with Anderson, Demme says that his first choice for Clarice was Michelle Pfeiffer, the star of his recent film Married to the Mob. “She was concerned about the darkness of the piece — she was going to do it, but then she wasn’t going to do it,” says Demme. Foster had also expressed interest, and given her recent Oscar win for The Accused, production company Orion Films loved the idea of casting her. Demme did not.

“You know, I don’t think Jodie Foster would be good in this part,” the director recalls telling producers. “She’s such a California person… I didn’t believe her Boston accent [in The Accused]. I saw her ‘acting’ all over the place and I wasn’t impressed.”

Demme met with Foster twice and remained unconvinced, even though he loved her feminist take on the material. (”It’s about one young woman trying desperately to save the life of another young woman. And in order to do that, she’s faced with the overwhelming obstacle of all these men,” Foster told him.) Meanwhile, Demme decided that Meg Ryan would be perfect as Clarice. (“I would believe her; I wouldn’t believe Jodie Foster in that part,” he remembers thinking.) According to Demme, Ryan was “slightly offended” by the offer. He then tried to cast Laura Dern, only to get vetoed by Orion because she was “a relative unknown.” Finally he caved to producers’ wishes and said “yes” to Foster. “And look what happened,” says Demme. “I fell madly in love with her… I named our production company Strong Heart Productions after Jodie’s sense of character.”

As for the part of Hannibal Lecter, Demme initially wanted Sean Connery. “He rejected [the part] very quickly. He thought it was ‘revolting,’” Demme recalls. “Meanwhile Al Pacino wants to do it, Dustin Hoffman… Morgan Freeman wants to do it!” None of those actors appealed to Demme, but he did have another, less commercial performer in mind: Anthony Hopkins, who had impressed him in The Elephant Man.

“I thought that in that movie The Elephant Man, that he was the ultimate good doctor, just the greatest doctor of all,” says Demme. “So my thinking was, what happens if the greatest doctor of all goes wrong?”

The answer, as we all know, involves fava beans and a nice Chianti. Watch Paul Thomas Anderson’s interview with Jonathan Demme above, or download the unedited version from the Austin Film Festival’s On Story Podcast.

Image credit: Associated Press/Orion Pictures