I'm Breathless (also known as "I'm Breathless: Music from and Inspired by the Film Dick Tracy") is Madonna's second soundtrack album that was released on May 22, 1990 by Sire Records.

The album was released to promote the 1990 film "Dick Tracy" (in which Madonna portrayed the role of Breathless Mahoney).


  1. He's A Man 4:42
  2. Sooner Or Later 3:18
  3. Hanky Panky 3:57
  4. I'm Going Bananas 1:41
  5. Cry Baby 4:04
  6. Something To Remember 5:03
  7. Back In Business 5:10
  8. More 4:56
  9. What Can You Lose 2:08
  10. Now I'm Following You (Part I) 1:35
  11. Now I'm Following You (Part II) 3:18
  12. Vogue 4:50

Album Background[]

In 1990, Madonna was part of the film "Dick Tracy" portraying the role of Breathless Mahoney, 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, she decided to involve herself voluntarily. She pursued the part of Mahoney, but offered to work for minimum wages to avoid favoritism.

The 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.

"Dick Tracy" was released in the United States on June 15, 1990 and was the third-highest opening weekend of 1990. It was the ninth-highest-grossing film in the US in 1990, and number twelve globally. It 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 gaining 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 began 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 she also had to write and develop new songs comparable in style to the previous.

In her favor, Madonna produced the entire album, including the Sondheim songs. She said: "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."

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 actor Mandy Patinkin also lent their voices for songs from the album.

While the album 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" to ensure that the song would fare better on the charts.

When Warner executives heard "Vogue", they decided to release it as an A-side, and was eventually included on the album.


"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.

Madonna 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.

According to Lucy O'Brien (author of "Madonna: Like an Icon"), after Madonna's split from husband Sean Penn in 1989, she was comfortable in her new relationship with Beatty, which influenced the songs. The singer and Leonard enlisted a ten-piece live band and jazz musicians

The sessions took place at Johnny Yuma Recording and Ocean Way Studios in Los Angeles, California, and concluded by three weeks.

The songs on "I'm Breathless" 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.

Guy Pratt (who also played bass) said that Madonna "was in character and started smoking. She actually ponced a cigarette off me. Her character smoked, so therefore she did."

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.

The album 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, her "haunting" vocals continue after the music has faded.

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 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 next track "Something to Remember" deals with Madonna's 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. 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. The word "Dick" is 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.

"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.

Chart Performance[]

"I'm Breathless" debuted at #44 on Billboard 200 during the week of June 9, 1990, peaking at #2 two weeks later. In total, it remained on the chart for 25 weeks.

The album was certified double-platinum by the Recording Industry Association of America (RIAA), denoting shipment of over two million copies throughout the country. Worldwide, it has sold seven million copies.

Critical Reception[]

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 Madonna'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 Madonna "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."


In Madonna's third concert tour, the Blond Ambition World Tour promoted the albums "Like a Prayer" and "I'm Breathless." The tour consisted of 57 dates and visited Asia, North America and Europe.

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 the criticism, 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."