Charlize Theron, Gwyneth Paltrow, Alicia Silverstone, Katherine Heigl, Christina Applegate, Milla Jovovich and Jennifer Love Hewitt were all considered for the lead role but Luketic said he "knew on page five of the script that wanted Reese to play Elle." "I wanted someone with gravitas and brains," he explained. "There had to be more behind the face, and Reese just fit the bill." Despite Luketic's enthusiasm for Witherspoon to be cast as the lead, Metro-Goldwyn-Mayer wasn't convinced. Witherspoon's performance as Tracy Flick in "Election" put her at risk of being typecast by the studio heads. "They thought I was a ," Witherspoon told "The Hollywood Reporter". Witherspoon had been passed over for several other post-"Election" roles. "My manager finally called and said, 'You've got to go meet with the studio head because he will not approve you. He thinks you really are your character from "Election" and that you're repellent.' And then I was told to dress sexy." Witherspoon went through several rounds of auditions for the part, even meeting with executives in character with a Southern California accent. "I remember a room full of men who were asking me questions about being a coed and being in a sorority," Witherspoon recalled. "Even though I had dropped out of college four years earlier and I have never been inside a sorority house."