While The Holiday has become a rom-com staple come winter, the cast could’ve looked different had Robert Downey Jr. and Jimmy Fallon’s auditions been successful.

During an interview on SiriusXM’s The Howard Stern Show, Fallon and Downey recalled auditioning for Nancy Meyers’ 2006 romantic comedy for roles that eventually went to Jude Law and Jack Black. Kate Winslet and Cameron Diaz also starred in the film about two women who swap houses during the holidays.

“We both got called in just as seat-fillers and we saw each other,” Downey said of meeting Fallon at the time. “Jack Black is getting his part and Jude Law is definitely getting my part, but [Meyers] needed someone to read with the gals, and we’re sitting there going, ‘It’s about to happen for us.’”

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“I was in a hotel room with Robert Downey Jr., Cameron Diaz and Kate Winslet, and we read this script,” Fallon continued. “I said, ‘If Jack Black says no to this movie, I’m so in. I’ll do it for half his price.’”

Despite feeling “confident” and as if they were a “shoo-in” for the film, Downey recalled Winslet jokingly telling him her thoughts about his British accent. “I was like, ‘I got to have a better British accent than Jude Law at this point,’” Downey said. “And Winslet said, ‘That is the worst British accent I have ever heard.’”

“I was like, ‘I’ll check out now, but I’m taking the gummy bears from the minibar,’” he quipped.

Though not scoring the roles, Fallon said the audition was “mind-blowing” for him given he was able to read with Downey, whom he described as “the best actor I’ve sat across from and did a scene with in my entire life.” He added, “It was mind-blowing for me. I quit the business. I never went back.”

Fallon also joked that he has a tattoo of him and Downey “arm in arm, leaving dejected, not being cast in this movie.”

Ultimately, Downey said Meyers thought the film wasn’t a “fit” for the two: “Nancy said to both of us at the same time, ‘This was great. It’s just not a perfect fit. It’s not a perfect fit.’”

However, Stern begged to differ as he told them, “That movie would have been so much better with the two of you guys.”

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