With a career spanning over six decades, Ian McKellen has entertained audiences across generations. The Hollywood star isn’t typecast, as he can convincingly portray heroes, villains, Shakespearean characters, comedic roles, and more.

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His portrayal of Gandalf in The Lord of the Rings is widely considered one of the greatest casting decisions in cinematic history. However, fans may be surprised to learn that Tom Cruise’s franchise nearly stole McKellen away from Middle-earth altogether.

McKellen revealed that he was initially hesitant to commit to The Lord of the Rings due to a number of factors. Surprisingly, he was also thinking about a part in Mission: Impossible 2, which could have clashed with his role in the J.R.R. Tolkien’s epic film series.

Why Ian McKellen Almost Passed on The Lord of the Rings?

Ian McKellen initially had doubts about joining The Lord of the Rings, and interestingly, Tom Cruise nearly took him away from the project.

At a BAFTA event in 2015, the 84-year-old actor mentioned his concerns about joining LOTR due to the year-long commitment in New Zealand, an unfinished script, and being unfamiliar with the source material.

“I wasn’t mad keen, it was a year living in New Zealand… a year away from home, with a script that wasn’t quite complete, based on books that I didn’t know about. [I didn’t think it was the] huge, big chance of a lifetime that it turned out to be. I very nearly couldn’t do it because initially I was asked by Tom Cruise to be in Mission: Impossible 2.”

McKellen was offered a part in Mission: Impossible 2, but the producers kept the script under wraps to prevent leaks. This approach backfired, as the star declined the role without a clear understanding of the project.

He recounted saying, “I’m sorry I can’t be in your film because I don’t know what it is,” which surprised his agent, who exclaimed, “You’re turning down the chance to work with Tom Cruise?!”

Ian McKellen Chose The Lord of the Rings Over Tom Cruise’s Mission: Impossible

Little did anyone know, Anthony Hopkins, who was also considered for Gandalf, ended up taking the Mission: Impossible 2 role — a small, forgettable part.

This twist shows how casting choices can change everything. Had the Great Britain native signed on for the action flick, he would have missed out on not only Gandalf but also Magneto in the X-Men franchise (another iconic character that defined his career).

Also, without McKellen, another actor might’ve played Gandalf, which could have changed the character’s portrayal or even the entire Lord of the Rings trilogy. Actors like Sean Connery or Hopkins were also considered, and their versions of Gandalf would’ve surely been different. Luckily, he picked Middle-earth and shaped the movie history.

But not only in Lord of Rings, McKellen was also approached to play Dumbledore after Richard Harris passed away. However, due to a past comment by Harris criticizing McKellen’s work, he declined. The role eventually went to Michael Gambon.

All The Lord of the Rings are available to stream on HBO Max.