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
Faye Dunaway musical "Sunset Boulevard", a stage version of 1950 film of the same name. The composer and producer Andrew Lloyd Webber cast Dunaway in the famed role of Norma Desmond, and Dunaway began rehearsing to take over the LA engagement from Close when Close moved the show to Broadway. Tickets went on sale for Dunaway's engagement, but shortly after the rehearsals started, Webber and his associates announced that Dunaway was unable to sing to their desired standards. They announced that when Close finished her engagement, the show would shut down completely. Dunaway filed a lawsuit, claiming that Webber had damaged her