I'm Breathless

In 1990, Madonna was part of the film Dick Tracy starring as 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, the singer decided to involve herself voluntarily. 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. 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 a 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 started working on a soundtrack in the studio. 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 new songs comparable in style to the previous. Madonna also recorded "Now I'm Following You" whose version sung by Andy Paley appeared in the film. Beatty and actor Mandy Patinkin also lent their voices for songs from the album. Despite not appearing in the film, "Vogue" was used in a commercial for Dick Tracy. ''I'm Breathless is one of three soundtracks released alongside the film, the others being the Dick Tracy: Original Soundtrack'', and an orchestral score by Danny Elfman. ==Recording and composition==

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. 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. 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." ''I'm Breathless'' 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. One of the Sondheim songs, "Sooner or Later", evokes 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 centered on a girl celebrating 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". In the fifth track, "Crybaby", Madonna mimics the vocals of Betty Boop. Mark Coleman from Rolling Stone described "Back in Business" as a "nagging headache". It contains a "slow-verse-fast-chorus" sequence. 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". 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. ==Promotion==

Madonna first performed "Vogue" during her Blond Ambition tour (April–August 1990), followed by the September 6 performance at the 1990 MTV Video Music Awards, clad in 18th-century-inspired fashions. Madonna's performance recreated the royal court of Marie Antoinette, dripping with sexual innuendo; at one point the singer flipped open her large skirt, allowing one of the dancers to crawl inside. 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". 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 microphone not rising from below the stage, and a stage-hand supposedly passing it to her, though it is clear from the video that a microphone was already on stage before her entrance. However, one of her earrings did come undone, prompting her to toss it away dramatically as part of her act. 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." Tour ''I'm Breathless'', alongside Madonna's previous album, Like a Prayer, was majorly 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", with Madonna standing in front of a microphone. 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, dressed as 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". Singles ", the soundtrack's lead single, on one of the concerts of the Celebration Tour (2023–24). The song topped the charts in over 30 countries. "Vogue" was released as the lead single from the soundtrack, on March 27, 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 of the charts in 30 countries, such as the United Kingdom, Australia, Canada 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". In the United States, it peaked at number ten in the week of July 28, 1990. "Now I'm Following You", the two-part duet with Warren Beatty, was intended to be the third single, but was ultimately canceled. Several remixes were commissioned and promos and test pressings were issued. ==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. 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. 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". 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." Music Week staff called a "mediocre soundtrack album". While reviewing the album on its 30th anniversary, Mike Wass from Idolator wrote that its "genius" lied in the ability to "find the middle ground between Broadway fare and top 40 pop", concluding that "[Madonna] wasn't trying to bend and twist into another genre, she simply dismantled it and took the bits and pieces that pleased her". Rolling Stones Joe Blistein deemed it one Madonna's most "fascinating" albums; "she could have easily recorded the three Sondheim songs for Dick Tracy and called it a day. Instead, she chose to deliver a record of big-band jazz and musical-theater pastiche". Nonetheless, he opined it wouldn't become a "forgotten classic", as the singer hasn't performed any songs from the album in any of her tours since Blond Ambition. He did finish his review by expressing: "[''I'm Breathless''] remains a compelling snapshot of a pivotal moment in Madonna's life and career, when the world rolled in ecstasy at her feet and she had the power to push it any which way she wanted, to mold it to suit her ideal". ==Commercial performance==

's (pictured) ''Please Hammer Don't Hurt 'Em kept I'm Breathless from reaching the top position of the Billboard'' 200. ''I'm Breathless debuted at number 44 on the Billboard'' 200 during the week of June 9, 1990, peaking at number 2 two weeks later. To date, the album has been certified double-platinum by the Canadian Recording Industry Association (CRIA) for shipment of 200,000 copies. 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. The album has sold seven million copies worldwide. ==Impact==

. In The Soundtrack Album: Listening to Media (2020), editors explained that the trend of releasing albums with the concept "Music From and Inspired By" began "in large part due to the success of Prince's Batman album (1989) and Madonna's ''I'm Breathless''". In his article titled, "Madonna puts '30s in vogue", music critic Jon Pareles described that the record represented the tie-in as triple play, with the album, tour, and film promoting "one another". With this release, Madonna brought back the glamour of the Prohibition era. Joe Blistein from Rolling Stone explained the album "recalled the Prohibition era more than anything in the contemporary zeitgeist". Macmillan Educational's publication, International Year Book: Covering the Year 1990, deduced that the album performed "surprisingly well, considering that its musical roots were in the 1940s". In Madonna: The Biography (1991), Robert Matthew-Walker notes the record contained the most songs on a Madonna's album up to that point, also arguing it shows the "immense outpouring of her talent". Others discussed how Madonna would introduce Stephen Sondheim to a newer audience in her generation, including Elizabeth Wurtzel from New York and Rolling Stones Mark Coleman. Albert Montagut from El País called a "novelty" the fact Warren Beatty recorded a song for an album for the first time in his career. Rankings ''I'm Breathless'' was included in a number of critics' lists. The album appeared at number five in the 1990 Pazz & Jop: Dean's List of The Village Voice. The staff of Slant Magazine recognized the release as one of "The 10 Best Albums of 1990", commenting that it is in this album "where she truly started pushing outside her vocal comfort zone". Houston Chronicle and Stacker named it one of the "100 best movie and TV soundtracks of all time". Russell Ash included ''I'm Breathless'' in his Madonna's albums ranking section in the book The Top 10 of Everything (1999). Entertainment website E! Online commented: "The album is most fondly remembered for spawning one of Madge's most successful and influential tracks, 'Vogue'". The song "Something to Remember" was included in VH1's list of "Madonna's 25 Most Underrated Deep Cuts And B-Sides". The Official Charts Company also included "Back in Business" and "I'm Going Bananas" among Madonna's best deep cuts. Album's tracks "Sooner or Later", "Something to Remember" and "Vogue" were included in a rank of the best 100 Best Madonna Songs by Parade in 2023, with the latter topping the list. ==Track listing==

Notes • Track list per the end booklet of the ''I'm Breathless'' album. ==Personnel==

Credits adapted from the album's booklet. • Madonna – vocals, songwriter, producer • Warren Beatty – vocals • Patrick Leonard – keyboards, producer • Shep Pettibone – producer • Niki Haris – backing vocals • N'Dea Davenport – 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 • Kevin Gilbert – producer • John Guerin – drums • Abraham Laboriel – bass • Charles Loper – trombone • Bob Magnusson – bass • Jennie Douglas McRae – backing vocals • Jonathan Moffett – drums, percussion • Abe Most – clarinet, alto saxophone • Mandy Patinkin – vocals • Tim Pierce – guitar • Jeff Porcaro – drums • Guy Pratt – bass • Bill Schneider – piano • Bill Meyers – piano • Tony Terran – trumpet • Carlos Vega – drums • Randy Waldman – piano ==Charts==

Weekly charts Year-end charts ==Certifications and sales==