 The Wachowskis struggled to cast the roles of Violet and Corky , seemingly because of the lesbian content of the film . Few actresses were interested . The part of Violet was expected to go to Linda Hamilton , and Jennifer Tilly read for the part of Corky . She loved the role and was looking forward to playing a character very different from previous parts in her career . When the part of Violet became available , and Gina Gershon came in to read for Corky , Tilly agreed that Gershon would make a better Corky . She realized that she identified with the character of Violet , a woman " underestimated by all the men around her " who has to " play the game " . She describes it as the best role she had ever had . Gina Gershon suggested Joe Pantoliano to the Wachowskis for the part of Caesar . His first lead role in a film , he describes it as his favorite . 
