George Clooney Says He's Still 'Upset' About Losing 'Thelma & Louise' Role to Brad Pitt (Video)

During a conversation moderated by THR chief film critic Todd McCarthy, the "Ides of March" actor-director also reveals his thoughts on being passed over for "Sideways" and other movies.

It’s hard to imagine that George Clooney doesn’t have the pick of almost any role he wants to play these days, but that wasn’t always the case.

The actor-director, who recently was the subject of a tribute at the Telluride Film Festival, participated in a Q&A discussion moderated by The Hollywood Reporter chief film critic Todd McCarthy during which he quipped that he’s still not happy about losing out on a role in 1991’s Thelma & Louise to Brad Pitt.

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In the movie, Pitt plays J.D., a robber out on parole who steals money from the title characters (Susan Sarandon and Geena Davis). The part, of course, would become Pitt’s breakout role.

In a lighthearted moment during the Q&A at Telluride, Clooney told McCarthy that he was still “upset” about losing out the role to Pitt, who would become his co-star in the Ocean’s Eleven movies.

“The funniest thing is, I didn’t watch that movie for a long time,” the actor-director said. “I was really stuck doing a lot of bad TV at that time. And I had auditioned and auditioned, and it got right down to Brad and I, and he got it. And I just couldn’t watch that movie for a couple of years.”

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But now, he said, he realizes the part went to the right actor.

“When I saw it, I thought actually that was the right choice,” he added. “He was really good in it, and I would have f---ed it up somehow.”

Clooney next stars in The Ides of March, which he also directed, and The Descendants, from Alexander Payne, whom he reveals also passed him over for a part in 2004’s Sideways.

 “I met with him, he said ‘I’m thinking about maybe you,’ and then – nothing,” Clooney said, adding that Payne is “just one of the greats. He’s 5-for-5. He’s done five films – Citizen Ruth, Election, About Schmidt, Sideways … F--- him,” he joked.

Clooney added that he’s been up for other roles that he really wanted but lost out to various actors. Still, he takes the attitude that things always work out for the best.

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“There were films I’d love to have been a part of, but when you see the actors that did them, you think, oh that makes total sense,” he said. “You find that you end up getting the films that you were supposed to. You can’t really panic over the other ones.”