Bradley Cooper's IMDb's full of memorable roles ... but, he nearly pulled out of one incredible performance -- 'cause last-minute script changes gave him the ick.

The actor apparently nearly dropped out of "The Place Beyond the Pines" after director Derek Cianfrance says he and screenwriter Darius Marder rewrote every word weeks before starting principal photography.

Cianfrance told IndieWire he gave the new script to Cooper ... who called him up and said he wasn't interested in the new direction they took the film.

Instead of going into panic mode, DC says he flew up to Montreal to talk with Bradley face to face ... starting at midnight and ending around 3:30 AM.

Obviously, Bradley ended up signing back on for the movie ... but, Cianfrance jokes Cooper really only agreed to it because he was too tired to keep arguing.

"The Place Beyond the Pines" stars Cooper, Ryan Gosling and Eva Mendes -- and follows Bradley and Ryan playing cat and mouse as a cop and thief respectively

The movie became a critical and commercial success ... and helped launch Cooper into superstardom and roles in movies like "American Hustle," "Guardians of the Galaxy," "Silver Linings Playbook" all the way to his Oscar-nominated turn in "Maestro."

So you can't help but wonder ... where might Cooper's career have gone if he'd turned the role down?