George Clooney is opening up about the role he lost to Brad Pitt early in their careers.

The 64-year-old Hollywood vet was interviewed by The Times of London for a profile published on Saturday, and he got candid about nearly booking a gig that instead went to Pitt, 61.

'So, I was in TV. I was making a good living, but back then actors would say, "Well, I’m a film actor — I just happen to be doing TV." 

'I got to the final test for a role in Thelma & Louise. And, mother****er, Brad got it,' he revealed.

The 1991 film, which also starred Geena Davis and Susan Sarandon, ended up catapulting Pitt's movie career as he took on the part of J.D.

Clooney admitted, 'I didn’t watch Thelma & Louise for years because I was annoyed. The part launched his career in film. He was doing sitcoms and crap before, so when it was the thing that could’ve launched me? F***!'

And the father-of-two said Pitt, whom he now counts as a friend and co-star, still teases him about the ordeal.

'Oh yeah, he gives me s***,' he told the outlet. 'But, of course, when I saw it, I was, like, well it had to be that guy.'

J.D. appears shirtless in a Thelma & Louise scene, which Clooney believes made him the better pick for the part. 

His Jay Kelly co-star Adam Sandler, 59, weighed in, 'I saw that at the cinema and when Brad took his shirt off people went nuts. But it should have been you, Clooney.'

Clooney and Pitt were among two other actors who made it to the final screen tests as Grant Show and Mark Ruffalo were also considered.

'Once I was cast, it was down to four finalists for that role,' Davis, 69, told Graham Norton in 2022.

She recalled, 'They said, "Would you read with them, so we could see each one?" [They all] came in, each one was handsome, they all had brown hair and were very talented. I didn’t care who it was going to be.'

The actress then noted Pitt was the last one to do the reading as she remembered, 'He’s so charismatic and so incredibly talented that I was screwing up his audition because I forgot to say my line.

'I’m like, "Wow, he’s really talented." I didn’t know if they wanted my opinion or not, but I said, "Would you be interested in knowing my reaction?" They said, "Oh, please."'

Ultimately, she told the producers and casting director she liked 'the blonde one.' 

Clooney and Pitt most recently co-starred in the 2024 thriller Wolfs.

They've also appeared together on the silver screen in Ocean's Eleven, Confessions of a Dangerous Mind, Ocean's Twelve, Ocean's Thirteen, and Burn After Reading.

George plays movie star Jay Kelly in his latest film, starring opposite Sandler, who portrays Jay's dedicated manager Ron.

In the film, his character is the leading man who 'always plays himself.' The first trailer sees the Oscar winner question his life choices, despite being fawned over by fans and staff.

The movie was directed by Noah Baumbach, who wrote the script alongside British actress Emily Mortimer.

The official synopsis reads: 'Two middle-aged friends rediscover their youthful spirit during a chaotic weekend reunion, facing hilarious mishaps and heartfelt moments that force them to finally grow up.'

It premiered in theaters on November 14, and the drama-comedy will hit Netflix on December 5.