 Mendes had Spacey and Bening in mind for the leads from the beginning , but DreamWorks executives were unenthusiastic . The studio suggested several alternatives , including Bruce Willis , Kevin Costner , or John Travolta to play Lester , and Helen Hunt or Holly Hunter to play Carolyn . Mendes did not want a big star " weighing the film down " ; he felt Spacey was the right choice based on his performances in the 1995 films The Usual Suspects and Seven , and 1992 's Glengarry Glen Ross . Spacey was surprised ; he said , " I usually play characters who are very quick , very manipulative and smart . [ ... ] I usually wade in dark , sort of treacherous waters . This is a man living one step at a time , playing by his instincts . This is actually much closer to me , to what I am , than those other parts . " Mendes offered Bening the role of Carolyn without the studio 's consent ; although executives were upset at Mendes , by September 1998 , DreamWorks had entered negotiations with Spacey and Bening . 
 Mendes had Spacey and Bening in mind for the leads from the beginning , but DreamWorks executives <a href='uninflect' title='1'><mark>were</mark></a> unenthusiastic . The studio suggested several alternatives , including Bruce Willis , Kevin Costner , or John Travolta to play Lester , and Helen Hunt or Holly Hunter to play Carolyn . Mendes did not want a big star " weighing the film down " ; he felt Spacey was the right choice based on his performances in the 1995 films The Usual Suspects and Seven , and 1992 <a href='null_genetive' title='2'><mark>'s</mark></a>Glengarry Glen Ross . Spacey was surprised ; he said , " I usually play characters <a href='null_relcl' title='3'><mark>who</mark></a><a href='drop_aux' title='4'><mark>are</mark></a>very quick , very manipulative and smart . [ ... ] I usually <a href='uninflect' title='5'><mark>wade</mark></a> in dark , sort of treacherous waters . This <a href='drop_aux' title='6'><mark>is</mark></a>a man living one step at a time , playing by his instincts . This <a href='drop_aux' title='7'><mark>is</mark></a>actually much closer to me , to what I am , than those other parts . " Mendes offered Bening the role of Carolyn without the studio <a href='null_genetive' title='8'><mark>'s</mark></a>consent ; although executives <a href='uninflect' title='9'><mark>were</mark></a> upset at Mendes , by September 1998 , DreamWorks <a href='been_done' title='10'><mark>had</mark></a> entered negotiations with Spacey and Bening . 
Mendes had Spacey and Bening in mind for the leads from da beginning , but DreamWorks executives was unenthusiastic . Tdastudio suggested several alternatives , including Bruce Willis , Kevin Costner , or John Travolta to play Lester , and Helen Hunt or Holly Hunter to play Carolyn . Mendes did not want a big star " weighing the film down " ; he felt Spacey was the right choice based on his performances in the 1995 films The Usual Suspects and Seven , and 1992  Glengarry Glen Ross . Spacey was surprised ; he said , " I usually play characters very quick , very manipulative and smart . [ ... ] I usually waded in dark , sort of treacherous waters . This a man living one step at a time , playin by his instincts . dis actually much closer to me , to wat I am , den those other parts . " Mendes offered Bening the role of Carolyn without the studio  consent ; although executives was upset at Mendes , by September 1998 , DreamWorks done entered negotiations witt Spacey and Bening .