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 .