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I'm Breathless is an album by American singer and songwriter Madonna, released on May 22, 1990, by Sire Records to accompany the film Dick Tracy. The album contains three songs written by Stephen Sondheim, which were used in the film, in addition to several songs written by Madonna that were inspired by but not included in the film. Madonna starred as Breathless Mahoney alongside her then-boyfriend Warren Beatty who played the title role, Dick Tracy. After filming was complete, Madonna began work on the album, with 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 Los Angeles, California.

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