Faye Dunaway had proved to be difficult and many actresses had been considered for the role, including Jane Fonda, Tuesday Weld, Ann-Margret, Carol Lynley, Leslie Caron, and Natalie Wood. Penn loved Dunaway and managed to convince actor and producer, Warren Beatty, who played Clyde Barrow in the film, that she was right for the part. Besides her relative anonymity, Beatty's concern was her "extraordinary bone structure", which he thought might be inappropriate for Bonnie Parker, a local girl trying to look innocent while she held up smalltown Texas banks. However, he changed his mind after seeing some photographs of Dunaway taken by
Bonnie and Clyde (film) possibility to play Bonnie, but when Beatty decided to play Clyde, obviously a different actress was needed. Those considered for the role were Jane Fonda, Tuesday Weld, Ann-Margret, Leslie Caron, Carol Lynley and Sue Lyon. Cher auditioned for the part, while Warren Beatty begged Natalie Wood to play the role. Wood declined the role to concentrate more on her therapy at the time, and acknowledged that working with Beatty before was "difficult." Faye Dunaway stated that she won the part "by the skin of her teeth!" The film is forthright in its handling of sexuality, but that theme was toned