Bradley Cooper had trouble playing it cool when he was trying to talk Beyoncé into starring in his directorial debut.

The “Maestro” star recalled meeting the “Texas Hold ’Em” singer at her house while he attempted to get her to take on the role of Ally in his “A Star Is Born” remake.

“I went to Beyoncé’s house, and Jay-Z was watching ‘Judge Judy,’ I still remember,” Cooper said in a SAG-AFTRA Foundation talk centered around his career earlier this month.

“I’m not kidding. And I was freaking,” Cooper continued as the audience laughed. “I remember I had this weird cough when I was pitching it to her. Like, it was so crazy.”

He added, “She was incredible, and so was he, and we developed it for like a year together. I mean ― she’s one of the greatest people of all time. And then that fell through.”

Beyoncé was attached to the project for nearly two years. Deadline briefly floated Jay-Z as a possible male lead for the movie, when it was first announced that Clint Eastwood would direct the remake back in 2011, with Beyoncé as the female lead.

Much had changed by the time Cooper was looking for leads. Once Beyoncé dropped out, the singer told SAG AFTRA that he thought, “Maybe it’s Adele?”

Cooper said that the singer “didn’t really text” and only responded once, saying that “she was busy.”

The actor soon found who he was looking for at the unlikeliest of places: A cancer benefit.

“Lady Gaga is singing ‘La Vie En Rose,’” he said. “It just, like, blew the doors off of the whole place. And it was in that moment, it was like, ‘Well that’s [it]. What was I even thinking?’ And then I asked to meet her.”

Cooper said that as soon as Gaga came down the stairs in her house, “right away” he knew that she was it, and the two started eating pasta and singing together.

Gaga told Ellen DeGeneres a similar story about the two meeting, and how leftovers played a part in their bonding.

“He makes you feel comfortable right away, and he’s just such a loving and caring person,” the singer said back in 2018. “We’re both from the East Coast and we’re both Italian, so before I knew it, I was heating up leftovers in the kitchen and feeding him and we were talking about, you know, life.”