To hear Sylvester Stallone tell it, failing to get a job as an extra in 1972’s The Godfather may have been the best thing to ever happen to him.

When casting directors passed him up for even a bit part—“Not even in the wedding scene,” he told the Herald-Journal in 1997—his “world came crashing down” and the onetime zoo employee turned to writing. After several screenplays, Stallone churned out a story about a palooka that would become 1976's Best Picture winner Rocky. Six sequels and 40 years later, Stallone remains one of the most recognizable faces in the world.

But there was a time when the Godfather series came back around, and for much more than a fleeting appearance. In 1983, Paramount wanted the bankable actor to write, direct, and star in The Godfather: Part III.

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The Godfather films had been a saving grace for the studio—two sprawling gangster epics engineered by novelist Mario Puzo and director Francis Ford Coppola to be both crowd-pleasers and critical successes. Both won Best Picture Oscars; the second, 1974’s The Godfather: Part II, inserted Robert De Niro as the young Vito Corleone and became one of the few sequels to garner favorable comparisons to the original.

Continuing the story was, to the studio’s thinking, inevitable: They had approached director Richard Brooks (In Cold Blood) with a 53-page treatment for a second sequel in 1977.  

Brooks turned them down, just as Coppola had. The director felt the Corleone family saga had been well-covered in both films—he had, in fact, even resisted doing the second. He was on to other projects, and no script the studio commissioned proved interesting enough for him to reconsider.

Around this time, Stallone had been hired—for a fee of $1 million—to direct Staying Alive, the 1983 sequel to 1977’s Saturday Night Fever. Though the actor hadn’t directed the original Rocky, he took on those duties for its first two sequels, which helped his perception as a hyphenated talent. It was possible his name on a poster could help overcome any audience apprehension that Coppola’s absence might produce.

“I think so,” Stallone said when asked by press about the project near the release of Staying Alive. “As brilliant as the other two Godfather films were, this one must be different. It must deal with a different era.” Stallone envisioned a contemporary crime story, one set “20 years” away from the original films that explored "the crime syndicate as it exists today." (At various points, Paramount had considered narratives involving the Kennedys, Cuban relations, and political assassinations involving both the mafia and the CIA—it’s unknown whether any of it would have worked their way into Stallone’s project.)

Stallone wasn’t sure he’d be the lead, but Paramount seemed interested in having him appear alongside Staying Alive star John Travolta, who was being courted for the role of Anthony, Michael Corleone’s son.

The idea may have gained more momentum when Staying Alive became a commercial success, earning enough to become one of the 10 highest-grossing movies of 1983. According to a 1985 Los Angeles Times article on the sequel’s development history, a deal for Stallone was “almost signed” before falling through. He joined Warren Beatty, Martin Scorsese, and Michael Mann as castaways in the studio’s revolving door of directors who could make a sequel that would stand up to the original.

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Paramount eventually weaned Coppola back on the project. The 1990 release of The Godfather: Part III ended more than 15 years of development efforts. Though Al Pacino returned as Michael Corleone, the film’s legacy proved insurmountable: it’s almost unanimously considered the weakest of the three films.

While doing promotion for 2010’s The Expendables, Stallone reflected on his flirtation with the project, downplaying his interest and relating his embarrassment when a studio executive presented him with a mock-up Godfather movie poster with his face on it.

“If I weren't wearing a hat, my skull would’ve split in two,” he recalled. “Red-faced, I said to the headman, ‘This is the worst idea since my conception.’”