Breathe on Me

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"Breathe on Me"
Song by Britney Spears from the album In the Zone
Recorded 2003; Metrophonic Studios (London, England)
Length 3:43
Label Jive
Producer Mark Taylor
In the Zone track listing
"Breathe on Me"
"Early Mornin'"

"Breathe on Me" is a song recorded by American singer Britney Spears for her fourth studio album In the Zone (2003). It was written by Stephen Lee, Steve Anderson and Lisa Greene and produced by Mark Taylor. "Breathe on Me" is an dance and pop song that incorporates trip hop influences with sensual lyrics that use heavy breathing as a metaphor for sex, as a woman begs a man to "breathe on me"; it culminates in a bridge resembling sexual climax.

"Breathe on Me" received generally positive reviews from contemporary music critics, some of whom praised the song's production while others criticized Spears' Lolita persona. It drew comparisons to the work of Janet Jackson, Madonna, and Kylie Minogue.[1] Despite not being released as a single, official remixes of the song were commissioned and released. Spears performed the song at Rain Nightclub ahead of the album's release. It was also performed on The Onyx Hotel Tour (2004), The M+M's Tour (2007), and The Circus Starring Britney Spears (2009).


After the Dream Within a Dream Tour in support of Britney finalized in July 2002, Spears announced she would take a break from her career for six months. In November 2002, she revealed that she had started working on her next studio album. She explained, "Well, actually, I just said that I wanted two or three weeks off. [....] And the whole world was like, 'Ohmigod, [sic] she's gone..."[2][3] When asked by The Hollywood Reporter about the direction of the record, Spears responded it was an organic evolution, adding, "It should just happen naturally from the way you feel. [...] Whatever happens, happens".[4] Steve Anderson, Lisa Greene and Stephen Lee wrote "Breathe on Me" at Metrophonic Studios in London, England. Before meeting with the other writers, Anderson thought of two concepts for songs specifically for Spears: one he had worked on "for ages", and "Breathe on Me", which he drafted on the morning of the sessions. Greene and Lee did not like the first concept, and they wrote "Breathe on Me" with Anderson. The song was produced by Mark Taylor, who kept most of the programming done by Anderson. With Taylor, Spears recorded "Breathe on Me" and "And Then We Kiss", which did not make the album.[5][6]

Spears described "Breathe on Me" as "very vibe-y, trance-y," explaining that the song "is basically about being with a guy and not even having to really be with each other, but just the intensity and the anxiety between not saying anything. You don't even have to touch me, just breathe on me."[7] Britney's "Lolita persona is revived" on the track.[8]


A 22 second sample of the song's chorus, with trip hop influences.

Problems playing this file? See media help.

"Breathe on Me" is an dance and pop song[9] with trip hop influences[7] that lasts for a duration of three minutes and forty-three seconds (3:43). The track "includes moaning and heavy breathing."[10] Britney pleads, "Boy, don't stop, 'cause I'm half way there / It's not complicated, we're just syncopated."[11] The "sexy thump" of the song is briefly interrupted as Spears whispers, "Monogamy is the way to go / Just put your lips together and blow,"[12] a reference to Lauren Bacall in the 1944 film To Have and Have Not.[13] The song was described as Spears exploring "the eroticism of restraint."[12] The track has "swirling beats and pounding bass."[14] The lyrics are "a thinly veiled reference to oral sex."[15]

Jennifer Vineyard of MTV News wrote, "Of the songs on In the Zone, "Breathe on Me" most earns the trip-hop comparisons."[16] The song received comparisons to Australian singer Kylie Minogue,[8][17] a frequent collaborator of Steve Anderson, particularly her songs "Breathe" and "Confide in Me" (the latter of which was co-written by Anderson).[18] "Breathe on Me" was also likened to the work of Madonna, who Spears collaborated with on "Me Against the Music",[12][19] and Janet Jackson, with a review saying "Britney clearly learned from the greats, Janet and Madonna, and positioned herself neatly as a legend alongside them."[1]


"Breathe on Me" was intended to be released as a single in 2004, but the In the Zone era was cut short due to a knee injury Spears received on the set of "Outrageous" music video. Official remixes of "Breathe on Me" were commissioned by Jive Records. James Holden produced remixes of the song.[20] Bradley Stern of MuuMuse wrote, "The remix takes the throbbing trance perfection of the original and brings it to somewhat spookier new heights, stretching and distorting the singer’s sexy moans into lonesome cries on top of spaced-out synthesizers and bright flourishes of electronica."[20] Stuart Price also produced the Jacques Lu Cont remixes of the song; the Jacques Lu Cont Mix appeared on the bonus remix disk of Greatest Hits: My Prerogative in 2004 and Jacques Lu Cont's Thin White Duke Mix appeared on B in the Mix: The Remixes in 2005.[21] The former was described as "faster and brighter, with a looped Giorgio Moroder-style beat" while the latter "is half as long even though it slows the beat down to something slinky and lounge-y, even slightly off-key, making the song darker and dirtier."[21]

Critical response[edit]

"Breathe on Me" received generally favorable reviews from contemporary critics. Tom Bishop of BBC News described the track as "a sumptuous seduction bearing the stamp of Kylie collaborator Steve Anderson."[8] Louis Viriel of labeled it one of Britney's most underrated songs, and a highlight from In the Zone. He said the song is a "sinister triumph" and "a steamy, yet icy affair that recalls the naughtiness of Kylie."[18] Linda McGee of compared "Breathe on Me" favorably to Madonna, commenting that "the pop princess treads, convincingly, on the territory of the Queen of Pop."[19] Additionally, "Breathe on Me" also drew comparisons to Janet Jackson.[1] Jane Stevenson of Jam! called the track a "throbbing" and "sexy, sweaty dance tune."[11] It was labeled an "album highlight and stellar pop song" with its "pulsing electronic beat and overwhelming sexuality."[1] MuuMuse referred to "Breathe on Me" as "the single that never was," while[13] while PopEater named the song the best Britney Spears song that "you probably don't know."[14]

The song, however, drew criticism for the revival of Spears' Lolita persona.[8] Elysa Gardner of USA Today wrote, "Purring and moaning through overheated numbers such as Breathe on Me and Early Mornin', she still sounds creepily like a little girl trying to excite the older boys."[22] Bernard Zuel of the Sydney Morning Herald pinpointed "Breathe on Me" as a weaker track from the album: "Breathe on Me is breathy tosh that sounds frighteningly like Kylie."[17] Matthew Wilder of City Pages felt that moments of the song "access that queer-o-centric, cool-to-cold club sound of 'Vogue'-era Madonna, but with a poignant difference. Britney is too thick, too slow, too homecoming queen to get over in Boys' Town."[23]

Live performances[edit]

Image of two people kissing. In the left, the man wears underwear and boots. In the right, the blond woman wears lingerie, stockings and high heels.
Spears on the right, kissing Leo Moctezuma, one of her male dancers, during the Onyx Hotel Tour performance of "Breathe on Me".

"Breathe on Me" was performed for the first time as part of a surprise thirty-minute set at Rain Nightclub at the Palms Casino Resort in Las Vegas, Nevada on September 14, 2003.[24] Spears and her dancers crawled on the floor, onto a daybed, and pretended to make out with one another. One of the dancers ripped Spears' top off, exposing her red bra.[24] The song was also performed as part of Spears' headlining set at Staples Center in Los Angeles, California for the annual KIIS-FM Jingle Ball.[25]

Spears performed the song on The Onyx Hotel Tour in support of In the Zone in 2004. Following a costume change, Spears reappeared on a mini platform where she descended to the main stage on a pole.[26] She wore pink lingerie and "cavorted on one of the stage's two beds with a male dancer, thrashing her sizable blonde mane to and fro."[26] It was described as "easily the raciest in the oversexed show."[27]

On 2007's The M+M's Tour, which included six secret shows at House of Blues venues, Spears "seductively gyrated on the chair before her dancers returned and pulled a male fan from the audience to be serenaded by Spears."[28] The song was performed on 2009's The Circus Starring Britney Spears tour alongside "Touch of My Hand". Spears stripped "down to panties and a barely-there sheer top with strategically placed cones, and sang while suspended inside a giant picture frame that slowly spun around center stage. Landing on a couch adorned with men, she donned a blindfold and ascended halfway to the rafters again. Finally, it was just her grinding away with a muscleman."[29]


  1. ^ a b c d Kitchen, Benjamin (December 2, 2012). "Top 5 tracks from In The Zone". In Fame We Trust. Retrieved December 16, 2012. 
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  4. ^ D'Angelo, Joe (December 6, 2002). "Britney Spears To Work With Rodney Jerkins Again". MTV News. Viacom. Retrieved December 5, 2012. 
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  14. ^ a b Mitchell, John (March 29, 2011). "The Five Best Britney Spears Songs You Probably Don't Know". PopEater. AOL. Retrieved December 5, 2012. 
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  26. ^ a b Wallace, Brian (March 4, 2004). "Britney Strips, Gyrates, Sweats, Flirts At Tour Kickoff". MTV News. Viacom. Retrieved December 5, 2012. 
  27. ^ Stout, Gene (March 12, 2004). "Britney ready for Vegas in a show rated 'R' for racy". Seattle Post-Intelligencer. Hearst Corporation. Retrieved December 15, 2012. 
  28. ^ Alexander, Reagan (May 3, 2007). "Britney's Comeback Rolls on with Second Show". People. Time Inc. Retrieved December 15, 2012. 
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