‘I’m Breathless’: Madonna’s Forgotten Album

By the time she was out promoting Bedtime Stories in 1994, Madonna’s catalog included a post-disco classic (Madonna), a taboo-shattering concept album (Erotica), and a career-defining statement of intent (Like a Prayer). But when she was asked by Q magazine to name the studio effort she was most proud of, Madge’s answer was typically subversive: “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.” 

“I take it that’s based on your judgment, and not the world’s reaction to it?” the interviewer asked.

“My judgment is never based on the world’s reaction,” Madonna, then in a decade-long reign as Queen of Pop, replied—perhaps acknowledging that few of her subjects would agree. 

Despite reaching No. 2 on both sides of the Atlantic and spawning one of Madonna’s signature hits, I’m Breathless remains little more than a minor footnote in her game-changing discography. Some fans still dispute whether it can be classed as a proper Madonna album at all, preferring to file it under the soundtrack section of her discography alongside Who’s That Girl and Evita.

But whereas Madge contributed just four tracks to the former and had to share vocal duties with Antonio Banderas, Jonathan Pryce, and Jimmy Nail in the latter, I’m Breathless is a full-blown Ms. Ciccone affair from start to finish. Madonna performs and co-produces each and every one of its 12 throwbacks to the Prohibition era, and receives a writing credit on half of the tracks, too.

That she assumed such a level of creative control is even more impressive considering she had to fight tooth and nail to get involved with the comic book adaptation at all: Dick Tracy’s director and leading man Warren Beatty wanted actresses like Kim Basinger or Kathleen Turner to play femme fatale Breathless Mahoney. Madge reportedly offered to take a pay cut and eventually persuaded him to give her a movie role she pulled off in style: The New York Times declared it to be “her best role since she made her debut in Susan Seidelman’s [Desperately Seeking Susan].’ ” 

1. Broadway Pedigree
2. They Had Style, They Had Grace
3. More, More, More

Broadway Pedigree

Only three tracks from I’m Breathless actually ended up on the big screen. Unsurprisingly, they were the three penned by Stephen Sondheim, the legendary musical theater impresario whose past work included West Side Story, Sweeney Todd: The Demon Barber of Fleet Street, and Into the Woods.

Madonna ably tackles Sondheim’s trademark elaborate melodies and holds her own alongside Tony Award-winner Mandy Patinkin, with whom she duets on “What Can You Lose?” Rolling Stone declared, “More than you’d expect, Madonna measures up to the challenging new material.” The feat is all the more impressive because no one was sure she could do it—including the singer herself, who said she “panicked” when she first heard the songs. “I wasn’t sure I could do them justice and neither was [Sondheim],” she said. “But Stephen gave me a lot of encouragement. It was a great learning experience for me.”

Her Broadway-friendly vocal style also impresses on “More,” a vivacious jiving number that sounds like a vintage precursor to “Material Girl” (“Got my diamonds, got my yacht, got a guy I adore / I’m so happy with what I got, I want more!”) And then there’s the smoky jazz club vibes of “Sooner or Later”—the Best Original Song Oscar winner that she famously performed at the ceremony in her finest Marilyn Monroe cosplay.

They Had Style, They Had Grace

But Madonna truly comes alive as a 1930s temptress on the self-penned tracks she once told Vanity Fair were “the real s***.” Opener “He’s A Man” and “Back in Business” are both big, brassy showtunes seemingly tailor-made for a high-kicking chorus line. The album’s second single, “Hanky Panky,” sees Madge flirt with themes of S&M in a slightly cheekier manner than in her notorious Sex book antics. And then there’s her playful impersonations of Carmen Miranda on the sassy salsa of “I’m Going Bananas” and cartoon minx Betty Boop on “Cry Baby.” 

Madonna also delivers something slightly more sophisticated on “Something to Remember”—a torch song that sits comfortably alongside the contemporary pop ballads of her same-named mid-’90s compilation. And she displays more chemistry with Beatty in the 90-second interlude of “Now I’m Following You” than she does with most of her other big screen co-stars put together (which perhaps explains the fact that the co-stars eventually ended up dating). The album’s only real misfire is when the latter awkwardly segues from old-school swing to New Jack Swing in a chaotic second part interspersed with film dialogue and a less-than-subtle stuttering of Tracy’s first name.  

Admittedly, the album’s closer, “Vogue,” would sound even more out of place without the preceding messy remix, its deep house grooves and sampled disco strings sounding a world away from the rest of the album’s big band feel. Yet with its name checks of those silver screen stars who had style, grace, and gave good face, and the nods to a ballroom scene which originated in the 1920s, “Vogue” still has a fitting sense of nostalgia. And although it was hastily written as a B-side to Like a Prayer’s final single, “Keep It Together,” it remains one of Madonna’s finest pure pop moments. 

More, More, More

I’m Breathless’s last-minute musical shift from Big Band to pop was also replicated by the second Dick Tracy-affiliated record to hit the shelves in the summer of 1990.

Just a month after Madonna’s labor of love, Warner Bros. released Dick Tracy, another accompanying soundtrack that brought together everyone from vintage rock and roller Jerry Lee Lewis and Darlene Love to a cappella gospel outfit Take 6 and ’80s synth-pop favorites Erasure. Ice-T, however, was in no mood to fit the pre-war sound style and, alongside the old-school breakbeats of the album’s title track, the gangster rapper also showcased his formidable lyrical flow on its closing pumped-up remix. “Thirties meets ’90s as never before,” one ad touted [PDF].

And Warner Bros. wasn’t done—they also released Danny Elfman’s score of Dick Tracy that very same week. Hot on the heels of scoring Tim Burton’s pioneering Batman, the Academy Award-winning Elfman once again captured the mood of a brooding comic book adaptation with an original orchestral score (although an 11th-hour request by Beatty meant several pieces were conducted via a hotel room phone). 

Elfman’s Dick Tracy contribution is also often overlooked when discussing his vast body of work. However, Madonna can perhaps feel a little more short-changed. Although not in the same diamond league as Like a Virgin and The Immaculate Collection,  I’m Breathless’s worldwide sales of 7 million are nothing to be sniffed at. And although it’s unlikely to have remained her personal pet sound, it’s arguably still more cohesive, less try-hard, and essentially more fun than any of her records since Confessions on a Dancefloor. In fact, had the film itself left a bigger cultural footprint—or not flooded the market with alternative soundtracks—then I’m Breathless may well have been regarded as a Madonna classic.

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