I'm Breathless

I'm Breathless: Music from and Inspired by the Film Dick Tracy
Soundtrack album by Madonna
Released	May 22, 1990
Recorded	1989–90 Johnny Yuma Recording Ocean Way Studios (Los Angeles, California)
Genre	Jazz pop swing
Length	45:08
Label	Sire Warner Bros.
Producer	Madonna Patrick Leonard Bill Bottrell Kevin Gilbert Shep Pettibone
Madonna chronology
Like a Prayer (1989)Like a Prayer1989 I'm Breathless (1990) The Immaculate Collection (1990)The Immaculate Collection1990
Singles from I'm Breathless
"Vogue" Released: March 20, 1990 "Hanky Panky" Released: June 30, 1990

I'm Breathless: Music from and Inspired by the Film Dick Tracy is the second soundtrack album by American singer-songwriter Madonna. It was released on May 22, 1990, by Sire Records to promote and accompany the film Dick Tracy. In the film Madonna starred as Breathless Mahoney and her then-boyfriend Warren Beatty played the title role. After filming was complete, Madonna began work on the film's soundtrack, with songwriter Stephen Sondheim, producer Patrick Leonard and engineer Bill Bottrell. She also worked with producer Shep Pettibone on the album's first single, "Vogue". The album was recorded in three weeks, at Johnny Yuma Recording and Ocean Way Studios, in California.

Musically, I'm Breathless consists predominantly of jazz, swing and pop songs. The tracks reflected Madonna's showgirl personality and was influenced by her relationship with Beatty. The singer wanted to create music that would fit the style and production of the film, set in the days of the Untouchables law enforcement and sang the songs accordingly. In some areas she pitched her vocals and belting the notes when necessary. She even smoked cigarettes in order to portray the vocals of her character Breathless. Beatty and singer Mandy Patinkin was featured as duet partners on three of the songs.

In support of both I'm Breathless and her previous album, Like a Prayer, Madonna embarked on the Blond Ambition World Tour where a section was dedicated to the songs from the album. It was critically acclaimed, winning an award at the 1990 Pollstar Concert Industry Awards. However, due to its use of Catholic imagery, Pope John Paul II called for a boycott of the show. After the tour was over, Madonna performed songs from the album at the 1990 MTV Video Music Awards and the 1991 Academy Awards. "Vogue", the first single from I'm Breathless, became one of Madonna's most successful releases, reaching at number one in over 30 countries. It was also critically acclaimed and was seen an influential song, with the video helping bring vogueing into mainstream popularity. The second and final single, "Hanky Panky", was a top-ten hit in the United States and the United Kingdom.

The soundtrack received mixed reviews from music critics, who applauded the Sondheim numbers, along with Madonna's vocals and versatility. However, some deemed the non-film songs to be of little value. "Sooner or Later", one of the Sondheim tracks, went on to win the Academy Award for Best Original Song. I'm Breathless was commercially successful, peaking at number one on the European Top 100 Albums, as well as the national charts of Australia, Germany, and Japan—in the later it became the country's best-selling foreign album of the year. It also reached number two on the US Billboard 200 chart and was certified double platinum by the Recording Industry Association of America (RIAA). I'm Breathless has sold more than seven million copies worldwide.

Background and development

Warren Beatty (pictured) as Dick Tracy. He contributed vocals to the album.

In 1990, Madonna was part of the film Dick Tracy starring as Breathless Mahoney—a new role introduced for her— with Warren Beatty playing the titular character. Madonna told Premiere magazine that initially she had waited for Beatty to call her for the film. But when he did not, the singer decided to involve herself voluntarily. She pursued the part of Mahoney, but offered to work for minimum wages to avoid favoritism. Principal photography for Dick Tracy began on February 2, 1989 and ended three months later. The filmmakers considered shooting the film on-location in Chicago, Illinois, but production designer Richard Sylbert believed that Dick Tracy would work better using sound stages and backlots at Universal Studios in Universal City, California. Other filming took place at Warner Bros Studios in Burbank, California. Beatty often encouraged dozens of takes of every scene. The film was released in the United States on June 15, 1990, and was the third-highest opening weekend of 1990. Dick Tracy was the ninth-highest grossing film in the US in 1990, and number twelve globally. The film also received positive reviews from critics. Roger Ebert from the Chicago Sun-Times praised the matte paintings, art direction and prosthetic makeup design, stating: "Dick Tracy is one of the most original and visionary fantasies I've seen on a screen".

Beatty had realized several positive aspects of hiring Madonna as an actress for the film. She would be inclined to develop the soundtrack for Dick Tracy and the film studio would see this as a promotional opportunity before the release of their product, since Madonna was popular as a recording artist. This would also benefit Warner Bros. Records, who would get a reason to release a new Madonna record. According to J. Randy Taraborrelli, author of Madonna: An Intimate Biography, by the 1980s record labels started to release albums which were closely associated with a film, thereby gain double promotion. These were mostly termed as soundtracks although many of them were not related to the film. After the shooting for Dick Tracy was over, Madonna started working on the soundtrack. She had begun recording three songs by Stephen Sondheim for the film—"Sooner or Later", "More" and "What Can You Lose"—which would be part of the album, but also had to write and develop new songs comparable in style to the previous. In her favor, she produced the entire album, including the Sondheim songs. "I want people to think of me as a musical comedy actress. That's what this album is about for me. It's a stretch. Not just pop music, but songs that have a different feel to them, a theatrical feel", she said at the time.

Madonna was in a relationship with Beatty at that time, and her whole acting, recording and singing stemmed from impressing him with the album, which was important to her. Beatty and singer Mandy Patinkin also lent their voices for songs from the album. While I'm Breathless was being completed, it still needed a lead single. At the same time, Madonna and producer Shep Pettibone decided to compose a new song called "Vogue" to be placed on the B-side of "Keep It Together", the final single from her fourth studio album, Like a Prayer (1989), to ensure that the song would fare better on the charts. When Warner executives heard the song, they decided to release it as an A-side, and was eventually included on I'm Breathless.

Recording and composition

Stephen Sondheim wrote three of the songs on I'm Breathless

I'm Breathless is a jazz, swing and pop album where Madonna and Sondheim tried to recreate the music of the period portrayed in Dick Tracy. According to Rikky Rooksby, author of The Complete Guide to the Music of Madonna, the harmonic and melodic styles were more "complex" than the songs which Madonna was accustomed to, hence she found it difficult and demanding. She spoke about the "wilderness" of the tunes, saying that she was not confident of doing justice to the songs, and neither was Sondheim. But he kept on encouraging the singer so that the recording sessions would not be affected. Madonna also recruited producer Patrick Leonard and engineer Bill Bottrell to help her with the project. She and Leonard toiled to create music that would fit the style and production of the film, set in the days of the Untouchables law enforcement. Bob Magnusson, who played bass on the records, recalled that Madonna's relationship with Beatty reflected her mood in the studio. "She was nice to everybody, she introduced herself to the musicians", he added. According to Lucy O'Brien, author of Madonna: Like an Icon, after Madonna's split from husband Sean Penn in 1989, the singer was comfortable in her new relationship, which influenced the songs and the portrayal of her persona. The singer and Leonard enlisted a ten-piece live band and jazz musicians, to give a swing nature. The sessions took place at Johnny Yuma Recording and Ocean Way Studios in Los Angeles, California, and concluded by three weeks. The songs on the album reflect Madonna's showgirl personality where her singing ranged from "rootsy, rocking" in nature to slow, "laid-back and soulful" vocals. A studied approach was evident in most of them, which O'Brien compared to "an actress playing a part and performing a vocal exercise in technique". Some of the songs had Madonna pitching her vocals and belting the notes only when necessary. A dryness was prevalent in most of the singing, which was required for the songs and the setting. Madonna started smoking cigarettes in order to achieve that. Guy Pratt, who also played bass, said that the singer "was in character and started smoking. She actually ponced a cigarette off me. Her character smoked, so therefore she did."

"The spanking thing started because I believed that my character in Dick Tracy liked to get smacked around and that's why she hung around with people like Al Pacino's character. Warren [Beatty] asked me to write some songs, one of them the Hanky Panky song was about that. I say in the song 'Nothing like a good spanky', and in the middle I say, 'Ooh, my bottom hurts just thinking about it'. When it came out everybody started asking, 'Do you like to get spanked?' and I said: 'Yeah. Yeah, I do'.

 —Madonna talking about "Hanky Panky" and its themes.

O'Brien said that the songs on I'm Breathless had a "coquettish" and "pandering nature", and was the polar opposite to Madonna's previous release, Like a Prayer, which had an introspective composition. It opens with the sound of an intercom and a shuffle, and power ballad "He's a Man" starts, a song which Madonna sings as if she was a "hooker stalking the boulevard". Also, Madonna's "haunting" vocals continue after the music has faded. Madonna's voice sounds "light" among the arrangement of organs, strings, piano, sax and backing vocals. As she sings the chorus "You're a man with a gun in your hand", her voice deepens and a key change is evident. One of the Sondheim songs, "Sooner or Later", is a 1930s jazz ballad with comping piano, brushed drum sounds, double bass and horns. Conjuring the atmosphere of a smoky nightclub, the song finds Madonna in her lowest range as the melody shifts continuously. "Hanky Panky", the third song and second single, deals with sadomasochistic themes and is centered around a girl who celebrates the pleasures of a "good spanking". It is performed in an almost comical style, and stemmed from a line in the film, where Breathless says to Tracy, "You don't know whether to hit me or kiss me". The track starts slowly with piano, but changes after a few moments into a large jazz song, with a changing bassline and minor to major key-shift in the chorus. The singer had to tone down some of the suggestive lyrics to please the officers at Disney, the producers of Dick Tracy.

The following track on the album "I'm Going Bananas" is a Carmen Miranda-ish song done in a Spanish accent. A salsa rhythm is predominant, with Madonna squeezing her vocal cords while singing, backed by percussion and brass. In the fifth track, "Crybaby", Madonna mimics the vocals of Betty Boop. The melody is heard over the interlining synth strings, horns and trumpets, and a bass. Rooksby explained that Madonna sang about a guy who is "too sensitive and soft", and the chorus employs a chromatic chord sequence. The song ends abruptly with a long fade following it. The next track "Something to Remember" deals with her failed marriage to Penn and was the source of inspiration for naming her 1995 compilation album. Musically, it has melancholy chords and rambling melody, which according to Taraborrelli made it the most compelling song by Madonna. Instrumentation featured in the track include restrained sounds of piano, strings and percussion. The chord progression has "unexpected" changes but still sounds like a sentimental tune. Lyrically it talks about a love affair which did not come to fruition, but had its good memories. Towards the ending, drums kick in and the coda starts with piano.

"Sooner or Later"

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A 20 second sample of "Sooner or Later" where double bass and horn instrumentation can be heard and Madonna's vocals in her lowest register. It went on to win the Academy Award for Best Original Song in 1991, at the 63rd Annual Academy Awards.

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Mark Coleman from Rolling Stone described "Back in Business" as a "nagging headache". It contains a "slow-verse-fast-chorus" sequence. According to Rooksby, "the chorus bursts into life, with Madonna clearly relishing the lyrics about good guys finishing last... the coldness of her delivery is apt for the topic." Her vocals are accompanied by muted trumpet sounds and a saxophone solo. "More" is the second Sondheim number where Madonna recites the materialistic-themed lyrics with irony, over a bouncy two-beat with tap-dancing during an instrumental break. The track consists of syncopated chord structure, tempo changes and lyrical rhymes. The arrangement switches between slow and fast tempo, requiring proper enunciation by Madonna. The final Sondheim song, "What Can You Lose", is the duet with Patinkin. It is a torch song where Patinkin supplies the male voice while Madonna sings during the second verse with strings and harmonics.

Madonna sings a two-part duet with Beatty titled "Now I'm Following You". With beats atop a riff, Madonna reveals that "Dick" is an "interesting name". The first part has strings, brass and muted horns, with a tap-dancing sequence during the intermediate piano solo and blues effect. At the last chord, the sound of the record getting stuck is heard, and a needle is drawn across the vinyl, leading into the much faster part two. It begins with 1980s style drums and bass with bits of the opening song "He's a Man" interspersed. In the middle, Beatty's vocals are slowed and mixed up with Madonna uttering the line, "Dick – that's an interesting name". The word "Dick" is then continuously repeated in the main melody structure until the song ends with the sound of a record being snatched off a music player. Bill Meyers, who played piano during the recording, recalled that the song required only one take from Beatty. When asked for retakes by Leonard, the actor was adamant and said that it was the final version for the album. "Vogue" closes out the album and is musically different from the rest of the tracks. It is a dance number consisting of a "throbbing beat" and lyrically has a theme of escapism. The song talks about Vogueing, a dance form which reproduced poses from high-fashion modelling. The song also has a rap section, where Madonna names various "golden era" Hollywood celebrities, including Greta Garbo, Marilyn Monroe and Marlene Dietrich.

Promotion

Main article: Blond Ambition World Tour

Madonna performing "Now I'm Following You" with a Dick Tracy lookalike, on the Blond Ambition World Tour (left). She also performed "Vogue" at the 1990 MTV Video Music Awards in a Marie Antoinette inspired setting (right).

I'm Breathless, alongside Madonna's previous album, Like a Prayer, was promoted in Madonna's third concert tour, the Blond Ambition World Tour, which visited Asia, North America and Europe. Consisting of 57 dates, the concert was divided into five sections, the first inspired by the 1927 German expressionist film Metropolis, the second by religious themes, the third by Dick Tracy and cabaret, the fourth by Art Deco, and the fifth was an encore. The show contained sexual themes and Catholic imagery, such as in Madonna's performance of "Like a Prayer", which was based in church-like surroundings with Madonna wearing a crucifix and her backup dancers dressed like priests and nuns. The concert was criticized for its sexual content and religious imagery; in Toronto, Canada, Madonna was threatened of being arrested for obscenity, and Pope John Paul II later called for a boycott, with one of the three Italian dates being cancelled. Despite this, the tour was a critical success, winning "Most Creative Stage Production" at the 1990 Pollstar Concert Industry Awards.

The performance of the I'm Breathless songs began with "Sooner or Later" sung atop a grand piano, followed by "Hanky Panky", where Madonna stood in front of a microphone and sang it. She was dressed in a striped vaudeville-style corset, playing the part of a nightclub singer. Near the end Madonna joked: "You all know the pleasures of a good spanking, don't you? [...] When I hurt people, I feel better, you know what I mean?" The final song of the segment was "Now I'm Following You" where Madonna danced and lip-synched with dancer Salim Gauwloos, who was dressed like Dick Tracy. Regarding the "shameless promotion" of Dick Tracy in this segment, O'Brien said that "along with her yen for artistic expression, Madonna has always had an eye on the bottom dollar... [But] the Dick Tracy section is the least dynamic part of the show".

After the tour concluded, Madonna performed "Vogue" at the 1990 MTV Video Music Awards, where she and her dancers were clad in 18th century-inspired fashions, inspired by Marie Antoinette. Madonna re-created an 18th-century French court, with sexual innuendo in the performance. At one point the singer flipped open her large skirt, allowing one of her dancers to crawl inside and come out through the other side. Her dancer Carlton Wilborn explained that "[such] level of production had never been done on MTV. The costumes, the fans, the drama... MTV just had no idea, we just came out and rocked." O'Brien described the performance as a "moment of inspired brilliance", while Taraborrelli noted it as a "classic, camp show that elevated the standards of future performances on that program". It was later ranked by Billboard as the sixth best performance in the history of the award show. At the 1991 Academy Awards, Madonna appeared with singer Michael Jackson as her date and performed "Sooner or Later". According to journalist Liz Smith, Madonna had promised to perform at the award show if either "Sooner or Later" or "More" was nominated in the Best Original Song category. She wore a long, tight, white dress designed by Bob Mackie and covered in sequins and pearls. On her neck she wore $20 million worth of jewelry from Harry Winston. Taraborrelli recalled that Madonna had appropriated every move and mannerisms of Marilyn Monroe for the performance, making it a tribute to the actress. When she appeared onstage, there was technical difficulty resulting in the mike not appearing from below the ground, and a stage-hand passing it to her. Billboard ranked it as the seventh "most awesome" Oscar performance of all time, saying that "Madonna gave a performance that took us back to the glamorous days of old Hollywood."

Singles

"Vogue"

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Released as the lead single from the album, "Vogue" is an upbeat dance-pop song which contains a house beat and groove, and became a number-one hit in 30 countries.

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"Vogue" was released as the lead single from the soundtrack, on March 20, 1990. A deep house influenced song, it became Madonna's eighth single to top the Billboard Hot 100 chart. It also reached the top of the Hot Dance Club Play chart. Internationally, "Vogue" reached the top the charts in 30 countries, such as the United Kingdom, Australia, Canada, Italy and Finland. It became the world's best-selling single of 1990, selling over six million copies. "Vogue" has been continuously acclaimed since its release; reviewers have praised its anthemic nature, calling it a "funky" and "catchy" song, and listed it as one of the singer's musical highlights.

The music video for "Vogue", directed by David Fincher, showed Madonna paying homage to various golden era Hollywood actresses. Shot in black-and-white, the video takes stylistic inspiration from the 1920s and 30s; in it, Madonna and her dancers can be seen voguing different choreographed scenes. Critics noted the way in which Madonna used her postmodern influence to expose an underground subcultural movement to the masses and for making the sex and gender roles ambiguous in its portrayal of people. The video has been ranked as one of the greatest of all times in different critic lists and polls, and won three awards at the 1990 MTV Video Music Awards, out of a total of nine nominations.

The album's second single, "Hanky Panky", was released on June 30, 1990. Critical response for the song was positive, with The New York Times calling it "a calculated bid for outrage". It enjoyed commercial success, reaching the top ten in Italy, New Zealand and the United Kingdom. In the United States, peaked at number ten in the week of July 28, 1990. No official video was made for "Hanky Panky"; instead, a live performance of the song from the Toronto stop of the Blond Ambition World Tour was used. Madonna has also performed the song on 2004's Re-Invention World Tour in a circus themed segment.

Critical reception

Professional ratings
Review scores
Source	Rating
AllMusic
Christgau's Consumer Guide	A
Entertainment Weekly	A
Q
Rolling Stone
Slant Magazine
The Village Voice	A–

J. Randy Taraborrelli gave I'm Breathless a favorable review in his book Madonna: An Intimate Biography, writing that it was "one of Madonna's greatest musical moments", and praising her vocal performance. Authors Allen Metz and Carol Benson wrote in their book The Madonna Companion that the album suited Madonna well, but questioned her decision to make it a subsidiary for Dick Tracy instead of an independent release. Lucky Lara from Manila Standard Today denoted the album as a "surprise career decision" for Madonna and found that it showcased the singer's versatility and other facets of her pop personality. She added that the album was able to prove that Madonna "is cut out to do many other things, not just the trashy stuff". Writing for the Sarasota Herald-Tribune, Liz Smith gave another positive review, calling the album "excellent, different from anything [Madonna] has ever attempted", and listing the Sondheim songs as highlights.

Ray Boren from Deseret News was impressed with Madonna's vocals, calling them "sultry" and "cutesy", listing "Vogue" and "Something to Remember" as highlights. Greg Sandow of Entertainment Weekly gave I'm Breathless an A rating, praising Madonna for "invent[ing] a new Broadway vocal persona, built around a chest voice not yet perfectly under control but still much richer and duskier than her low range sounded before." Robert Christgau from The Village Voice said the record's "show-tune-pop-shlock" suits Madonna "with its pedigree of wit and musicality", as does the music's campiness, which she "sure knows how to do right". He listed "Cry Baby", "He's a Man" and "Hanky Panky" as the best tracks. Mark Coleman from Rolling Stone gave the album a rating of three-and-a-half out of five stars and positive review, claiming that Madonna "pulls it off with brass and panache". He added that "Vogue" showed the singer "can still deliver that indefinable something extra". Sal Cinquemani from Slant Magazine gave it four out of five stars, declaring: "I'm Breathless proves that Madonna is a true renaissance woman".

According to Jon Pareles of The New York Times, "after all the nuances Madonna has brought to the role of the bad girl, it's strange that she would settle now for such a restricted, unexamined version of respectability" and "for the first time, Madonna has let the deal dictate the music". Tan Gim Ean from New Straits Times noted that Madonna played against her strengths on the songs of the album. He described her vocals as "competent", but felt that the songs required "more range and agility than Madonna has at her disposal." Dave Tianen from Milwaukee Journal Sentinel described the album as a "mixed bag of period pieces, some of them too cute for their own good", adding that "I'm Breathless never becomes more than the sum of its mannerisms". AllMusic critic Stephen Thomas Erlewine claimed that the songs are just "cutesy novelty numbers", and listing "Vogue" as a standout track. Rooksby panned the album, saying that it "failed to transcend the sterile, preserved-in-amber quality of pastiche". Mark Cooper from Q magazine lamented, in its June 1990 review, "It's something of a disappointment because the lady herself stays so firmly committed to a character who's less original than the persona she evolved during the '80s." Nonetheless, in the same magazine's December 1994 issue, Madonna declared: "I would have to say the favorite record that I've made is the soundtrack to Dick Tracy. I love every one of those songs... My judgment is never based on the world's reaction."

Chart performance

Madonna performing "Vogue" from the album on The MDNA Tour in 2012.

I'm Breathless debuted at number 44 on Billboard 200 during the week of June 9, 1990, peaking at number two weeks later. In total, the album remained on the chart for twenty-five weeks. I'm Breathless was certified double-platinum by the Recording Industry Association of America (RIAA), denoting shipment of over two million copies throughout the country. On June 2, 1990, I'm Breathless entered the Canadian RPM Albums Chart at number thirty-nine, eventually peaking at number two, three weeks later. During the week of November 10, 1990, the album spent its last week on the chart, exiting at number ninety-nine, after spending twenty-four weeks on the album's chart. To date, the album has been certified double-platinum by the Canadian Recording Industry Association (CRIA) for shipment of 200,000 copies.

In Australia, the album debuted at number one on the ARIA Charts, during the week of June 3, 1990, where it remained for three consecutive weeks, and a total of twenty-three weeks on the chart. It was certified platinum by the Australian Recording Industry Association (ARIA) for shipment of 70,000 copies. I'm Breathless entered the New Zealand Albums Chart at number twenty-eight during the week of June 3, 1990. The next week, it peaked at number two, spending a total of twenty-two weeks in the chart. In Japan, I'm Breathless became Madonna's second number-one album on the Oricon Albums Chart and had sold an estimated 329,382 units by the year end. At the 1991 Japan Gold Disc Awards, Madonna was honored by the Recording Industry Association of Japan (RIAJ) with Best Album of the Year – Pop Female, Grand Prix Album of the Year, and Grand Prix Artist of the Year; the last two were given for the best-selling international album and the best-selling international artist of the year, respectively.

The album also experienced success in European markets. In Germany, I'm Breathless topped the Media Control albums chart and was certified gold by Bundesverband Musikindustrie (BVMI) for shipping 250,000 copies. In France, the album peaked at number seventeen, and was certified double-gold by the Syndicat National de l'Édition Phonographique (SNEP), with estimated sales of 411,900 copies. In the Netherlands, I'm Breathless entered the MegaCharts at number twelve during the week of June 3, 1990. It eventually peaked at number five, staying a total of nineteen weeks on the chart. The Nederlandse Vereniging van Producenten en Importeurs van beeld- en geluidsdragers (NVPI) certified the album gold for shipment of 30,000 copies. On the Swiss Albums Chart dated June 3, 1990, I'm Breathless debuted on its peak position of number three. After nineteen weeks, it was certified gold by the International Federation of the Phonographic Industry (IFPI) for shipment of 25,000 copies. In the United Kingdom, the album debuted and peaked at number two on the UK Albums Chart, during the week dated June 2, 1990. Soon after, I'm Breathless was certified double-platinum by the British Phonographic Industry (BPI), denoting shipments of over 600,000 units. In Spain, the album peaked at number two, and was certified double platinum for shipping 200,000 copies. In total, the album has sold seven million copies worldwide.

Track listing

No.	Title	Writer(s)	Producer(s)	Length
1.	"He's a Man"	Madonna, Patrick Leonard	Madonna, Leonard	4:42
2.	"Sooner or Later"	Stephen Sondheim	Madonna, Bill Bottrell	3:18
3.	"Hanky Panky"	Madonna, Leonard	Madonna, Leonard	3:57
4.	"I'm Going Bananas"	Michael Kernan, Andy Paley	Madonna, Leonard	1:41
5.	"Cry Baby"	Madonna, Leonard	Madonna, Leonard	4:04
6.	"Something to Remember"	Madonna, Leonard	Madonna, Leonard	5:03
7.	"Back in Business"	Madonna, Leonard	Madonna, Leonard	5:10
8.	"More"	Sondheim	Madonna, Bottrell	4:56
9.	"What Can You Lose" (duet with Mandy Patinkin)	Sondheim	Madonna, Bottrell	2:08
10.	"Now I'm Following You" (Part I) (duet with Warren Beatty)	A. Paley, Jeff Lass, Ned Claflin, Jonathan Paley	Madonna, Leonard	1:35
11.	"Now I'm Following You" (Part II) (duet with Warren Beatty)	A. Paley, Lass, Claflin, J. Paley	Madonna, Leonard, Kevin Gilbert	3:18
12.	"Vogue"	Madonna, Shep Pettibone	Madonna, Pettibone, Craig Kostich	4:50

Notes

• Track list as per the end booklet of the I'm Breathless album.
• "Sooner or Later" is officially titled "Sooner or Later (I Always Get My Man)" in the film credits and Academy Awards.
• ^{^[a]} signifies an executive producer

Credits and personnel

• Madonna – vocals, songwriter, producer
• Warren Beatty – vocals
• Patrick Leonard – songwriter, keyboards, producer
• Shep Pettibone – songwriter, producer
• Niki Haris – backing vocals
• Donna De Lory – backing vocals
• Rev. Dave Boruff – saxophone
• Bill Bottrell – producer, mixing engineer
• Ned Claflin – songwriter
• Mahlon Clark – clarinet
• Jeff Clayton – saxophone
• Luis Conte – percussion
• Bob Cooper – baritone saxophone
• Fred Ebb – songwriter
• Kevin Gilbert – producer
• John Guerin – drums
• Michael Kernan – songwriter
• Sr. Abraham Laboriel – bass

• Jeff Lass – songwriter
• Charles Loper – trombone
• Bob Magnusson – bass
• Jennie Douglas McRae – backing vocals
• Jonathan Moffett – drums, percussion
• Abe Most – clarinet, alto saxophone
• Andy Paley – songwriter
• Jonathan Paley – songwriter
• Mandy Patinkin – vocals
• Tim Pierce – guitar
• Jeff Porcaro – drums
• Guy Pratt – bass
• Bill Schneider – piano
• Bill Meyers – piano
• Stephen Sondheim – songwriter
• Tony Terran – trumpet
• Carlos Vega – drums
• Randy Waldman – piano

Credits adapted from the album's booklet.

Charts

Weekly charts

Chart (1990)	Peak position
Australian Albums (ARIA)	1
Austrian Albums (Ö3 Austria)	5
Canadian Top Albums (RPM)	3
Dutch Albums (MegaCharts)	8
European Top 100 Albums (Billboard)	1
Finnish Albums Chart	1
French Albums (SNEP)	3
German Albums (Offizielle Top 100)	1
Hungarian Albums (MAHASZ)	19
Italian Albums (FIMI)	2
Japanese Albums (Oricon)	1
New Zealand Albums (RMNZ)	2
Norwegian Albums (VG-lista)	4
Spanish Albums (PROMUSICAE)	2
Swedish Albums (Sverigetopplistan)	4
Swiss Albums (Schweizer Hitparade)	3
UK Albums (OCC)	2
US Billboard 200	2

Year-end charts

Chart (1990)	Position
German Albums Chart	34

Certifications

Region	Certification	Sales/shipments
Australia (ARIA)	Platinum	70,000
Austria (IFPI Austria)	Gold	25,000
Brazil (ABPD)	Gold	100,000
Canada (Music Canada)	2× Platinum	200,000
France (SNEP)	2× Gold	411,900
Germany (BVMI)	Gold	250,000
Japan (RIAJ)	Gold	329,382
Netherlands (NVPI)	Gold	30,000
Spain (PROMUSICAE)	2× Platinum	200,000
Switzerland (IFPI Switzerland)	Gold	25,000
United Kingdom (BPI)	2× Platinum	600,000
United States (RIAA)	2× Platinum	2,000,000
*sales figures based on certification alone ^shipments figures based on certification alone xunspecified figures based on certification alone

See also

• List of number-one albums in Australia during the 1990s
• List of European number-one hits of 1990

External links

• Madonna.com > Discography > I'm Berathless
• I'm Breathless at MusicBrainz (list of releases)