Colin Farrell was wary of replacing Heath Ledger in THE IMAGINARIUM OF DR. PARNASSUS - admitting his "stomach turned at the thought of it".
Ledger was midway through making the movie when he died from an accidental drug overdose in January 2008.
Director Terry Gilliam chose to complete the movie with an ensemble cast of Jude Law, Johnny Depp and Farrell stepping in to portray different versions of Ledger's character.
But the Irish actor confesses he almost turned down the role.
He tells Total Film magazine, "When Jude, Johnny and I were asked if we could fill in my stomach turned at the thought of it, and then I spoke to a couple of people who were close to Heath Ledger and they thought he'd be cool with it.
"I went to Vancouver for nine days and there was an amazing sense of companionship and love and respect for Heath as an actor and a man."
Despite his tragic death, Farrell reveals he has fond memories of Ledger: "I knew him a little bit. I hadn't seen him in a few years then saw him a few months before he passed. He was one of the good ones - a gorgeous dude, really kind and humble and smart and creative."