Songfacts®:

• Stephen Sondheim, a legendary lyricist and composer who wrote the music for West Side Story with Leonard Bernstein, wrote this sultry track for the 1990 movie Dick Tracy. In the film, Madonna plays Breathless Mahoney, a 1930s-era nightclub singer who sets her sights on the title detective, played by her real-life boyfriend, Warren Beatty.
• I'm Breathless was one of three soundtracks released to promote Dick Tracy. Madonna's album consisted of songs used in the movie, like "Sooner Or Later," as well as songs inspired by the swing-jazz era depicted in the film with a modern twist, such as the smash lead single "Vogue" and "Hanky Panky." Madonna explained the concept: "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 intimidated by the Cole Porter-style torch songs Sondheim wrote for her to sing. "When I first heard them, I just said, 'I can't sing those kind of songs,'" she told MTV during the making of the film. "It was a great learning experience because you have to learn something and you have to make it your own. If you didn't write it, find what it is that's you in it. It was hard."
• This is one of five songs Sondheim wrote for the movie. The others are "More," "Live Alone and Like It," "Back in Business," and "What Can You Lose?" Madonna also sang "More," as well as "What Can You Lose?," a duet with Mandy Patinkin (who played Club Ritz's piano man, 88 Keys). Both songs are featured on I'm Breathless.
• This won the Academy Award for Best Original Song, besting Jon Bon Jovi's chart-topper "Blaze Of Glory" from Young Guns II. Madonna showed up at the 1991 ceremony with Michael Jackson as her date and gave a memorable performance of this tune in the style of Marilyn Monroe. The Material Girl's high-profile date with the King of Pop was part of a business arrangement that was meant to promote their upcoming duet (which never materialized) on Jackson's album Dangerous.
• Madonna produced the track with Bill Bottrell, her sound engineer and mixer on Like A Prayer. Bottrell also frequently worked with Michael Jackson and went on to produce Sheryl Crow's debut album, Tuesday Night Music Club.
• I'm Breathless peaked at #2 in both the US and UK. It sold 2 million copies in the US and 7 million worldwide.