Believe it or not, Ashley Judd once turned down a lucrative chance to star opposite Tim Allen on the hit sitcom Home Improvement.

Veteran producer Matt Williams, who oversaw casting of the show back in 1990, tells TV Guide Online that the actress made quite an impression on him when she came in to audition for the part of Tool Girl (a role that eventually went to Pamela Anderson and later Debbe Dunning).

"After she read I thought, 'My God, she's so talented but this is too small a part for her,' " Williams recalls. "So I called her agent and said, 'I want to create a special role for Ashley. I'll make her Tim's sister and we'll make her a regular on the series.' "

But Judd passed, deciding that she instead wanted to make her mark in movies. Lo and behold, 10 years later the actress is starring opposite Natalie Portman in Where the Heart Is. And the movie's director, who just so happens to be Williams, says he didn't hesitate to tease the star about their shared past.

"Ashley laughed and said, 'Of course I remember it ? it was one of the first major turning points in my career,' " he says.