Billy Bob Thornton turned down the chance to be a part of the SPIDER-MAN franchise - because he couldn't handle the make-up.
The Oscar winner was offered to chance to play villain THE GREEN GOBLIN in the first Spider-Man film by director pal Sam Raimi.
But the idea of spending days and days in heavy make-up left Thornton feeling uneasy.
He explains, "He (Raimi) offered me the part of the bad guy, the surfing guy... I told Sam, 'I just can't be in make-up that long. I'd go crazy.'
"Frankly, I was never interested in being the bad guy. For some reason people think that I've played the bad guy a lot, but I really haven't."
After Thornton turned the part down, Willem Dafoe stepped in to play Spider-Man's nemesis.