- Jodie Foster auditioned, but turned it down in order to play a character in The Hotel New Hampshire (1984).
- Rosanna Arquette auditioned but had to back out.
- Brooke Shields reportedly turned down an offer to play Madison so she could study French Literature at Princeton.
- Before Daryl Hannah accepted the role of Madison, it had already been turned down by Julia Louis-Dreyfus, Melanie Griffith, Genie Francis, Lynne Frederick, Fiona Fullerton, Diane Lane, Tatum O'Neal, Michelle Pfeiffer, Sharon Stone, and Kathleen Turner.
- Debra Winger reportedly wanted the role of Madison, but Ron Howard turned her down.
- Lisa Whelchel, due to her huge popularity as Blair from The Facts of Life (1979), was also considered for Madison.
- Tanya Roberts also auditioned for the role of Madison, but she turned it down because she was busy working on Sheena (1984).
- Ally Sheedy was considered for the role of Madison.