Annette Bening is one of those Hollywood stars who has earned her place at the Oscar table with nominations. Yet she was up to play Catwoman in Batman Returns, a role that eventually would go to Michelle Pfeiffer. Still, it would have been an amazing thing to see Bening portray one of Gotham City’s biggest villains. Yet she did turn down the role at the time. There have been people over the years wondering why she would do such a thing.

As it turns out, Bening had a pretty good reason. She was pregnant. Bening and her husband, Warren Beatty, were expecting their first child, so her playing Catwoman was a no-go.

Beatty happened to be working on Bugsy, a project of his focusing on the life of late mobster Bugsy Siegel. He needed someone to play Virginia Hill and it turned out Bening was right for the role. He had remembered her from her audition for another Beatty film, Dick Tracy, Fox News reports.

Annette Bening Married Warren Beatty After Movie Released

Well, after Bugsy was released, Bening and Beatty got married. But it left the door open for Pfeiffer to come on in and play Catwoman, a role made famous on the TV show by three different actresses. Yes, Julie Newmar receives a lot of attention, but Eartha Kitt and Lee Meriweather also played Catwoman.

“It’s a great part. I’m very flattered that Michelle Pfeiffer is doing it and I’m sure she will be terrific,” Bening said in an interview with Entertainment Tonight back in 1991. “I loved the role. I loved the script, but it was really no contest in terms of what was more important to me.”

Pfeiffer talked about how she got the Catwoman role during an appearance on The Tonight Show With Jimmy Fallon. “Someone was cast before me,” she said. “Annette Bening, who’s wonderful … and then she got pregnant. Awesome! And then I got the part … I got the part!”

In another interview with Interview Magazine back in 2017, Pfeiffer happened to talk about the synchronicity that both actresses seem to have with each other.

“I was supposed to do ‘Bugsy’. I fell out of that. She did it, so she met Warren [Beatty]. That wouldn’t have happened,” Pfeiffer said. 

“And then she was supposed to do ‘Batman Returns.’ She fell out of that. I replaced her. So, we’re always kind of tag-teaming.”

And what about the Bening-Beatty marriage? After all, Beatty had cut quite a swath for himself years ago with a number of high-profile relationships. Well, he has been married to Bening for 31 years and they have four children together.