Pretty Woman uncomfortable playing a sex worker. Winona Ryder auditioned, but was turned down because Marshall felt she was "too young". Jennifer Connelly was also dismissed for the same reason. Emily Lloyd turned it down as it conflicted with her shooting for the film "Mermaids". Meg Ryan, who was a top choice of Marshall's, turned it down as well. According to a note written by Marshall, Mary Steenburgen was also among the first choices. Diane Lane came very close to being cast (the script was much darker at the time); they had gone as far as costume fittings, but due to scheduling
Richard Benjamin short notice to replace Blake Edwards on "City Heat" (1984) with Clint Eastwood and Burt Reynolds', which was a critical and commercial disappointment. Benjamin directed a comedy for Steven Spielberg's company, "The Money Pit" (1986) with Tom Hanks and Shelley Long. He then did a thriller "Little Nikita" (1988) with Sidney Poitier and River Phoenix, and a comedy with Dan Aykroyd, "My Stepmother Is an Alien" (1988). Benjamin did another comedy, "Downtown" (1990), with Anthony Edwards and Forest Whitaker. He had a hit with "Mermaids" (1990) starring Cher and Winona Ryder. "Made in America" (1993) with Whoopi Goldberg and Ted