I’m Breathless

By the time Madonna began working with Alek Keshishian on her “Blonde Ambiton” documentary, she had already finished her next album.

No doubt, Warren Beatty had realized that hiring Madonna as an actress would be an added bonus attached to Dick Tracy: the possibility that she would participate in the soundtrack of his movie. To a film studio, the release of a Madonna record several weeks in advance of a film in which she is involved would automatically amount to millions of dollars’ worth of promotion. When Warren Beatty gave Madonna the role of the gold-digging Breathless Mahoney, Disney (the film’s distributor) got the benefit of a hugely popular pop star on the soundtrack, and Warner Bros. Records a good reason to release Madonna’s seventh album, I’m Breathless (Music from and Inspired by the Film Dick Tracy) in May 1990.

Once upon a time, a soundtrack album was just that: a theme or love song from the film among a collection of incidental music also heard in the movie. They were usually only marginally successful in the marketplace. It was the unprecedented seventies success of the biggest selling of all pop-music movie soundtracks, Saturday Night Fever, that ultimately inspired film producers and record labels to rethink the notion of the soundtrack album as a viable, money-making concept. By the eighties, and into the nineties, record labels had embraced a different kind of “soundtrack” LP, one on which just a couple of songs from the film were heard. The rest of the music was provided by various artists not heard in the movie, singing songs that had absolutely nothing to do with the film. The concept became a cash cow for the labels — the opportunity to release an album with the promotional distinction of being associated with a film — and in most cases, a corny, blatant misuse of the term “soundtrack” for the rest of us.

Madonna’s album would feature three songs she recorded from the film. However, her real challenge would be to write and produce new songs for the collection as well, songs that would have an authentic lyrical/musical connection to the film. Hence, the album’s subtitle, Music from and Inspired by the Film Dick Tracy. It would be a difficult job because the three songs Madonna would record were written by theater legend Stephen Sondheim. So, the new songs Madonna chose to record would have to be at least comparable in style to his. In Madonna’s favor, she would have a hand in producing the entire album — including the Sondheim songs — and her participation would at least ensure some measure of continuity. To help her with this ambitious project, Madonna brought along Patrick Leonard (who had become her most reliable ally in the studio), and recording-engineer-turned-producer Bill Bottrell (whose work with Madonna would serve him well in securing production jobs with Michael Jackson and pop rocker Sheryl Crow).

Madonna and Leonard toiled to create music that would fit the style and attitude of the film, set in The Untouchables days of prohibition. They were successful, as Warren Beatty put it, “beyond my wildest dreams.” On the album, Madonna and Leonard set the pace with the opener, “He’s a Man,” a big, intense, vamping bluesy song which Madonna sings as if she’s a hooker stalking the boulevard. Vocally, she’s magnificent. “I want people to think of me as a musical comedy actress,” she said at the time. “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.” Indeed, she tackled the Sondheim selections — the moody, determined “Sooner or Later,” the modified ragtime of “More” and the quiet, sentimental wonder, “What Can You Lose” — with the verve of a Broadway veteran. Particularly during “What Can You Lose,” a duet with Mandy Patinkin, Madonna holds her own, her voice making its first appearance on the song like a flower opening at dawn, warming to the mission at hand. One might wonder what a singer like Barbra Streisand would have brought to the production that Madonna didn’t, but such musing doesn’t detract from the fact that Madonna’s performance truly is sublime.

Comparably, Andy Paley’s “I’m Going Bananas” is sweet taffy, a Ricky Ricardo kind of song that Madonna performs totally in Breathless character. Then, as if to say, “Hey, I can do that, too,” she and Leonard crafted “Cry Baby,” a playful, Roaring Twenties ditty which Madonna sings as Betty Boop. Both tracks, pure fun and games, are left seeming like so much filler when Madonna and Leonard roll up their sleeves to create “Something to Remember.” Complex and bittersweet, the ballad sails on a wave of gorgeous, melancholy chords and rambling melody that quietly make it the most compelling thing to which Madonna has ever lent her voice. Should anyone ever query the lady about musical integrity, she can always point to the composition for “Something to Remember” — it would silence even the most accomplished composer.

Madonna also managed to bring a certain dimension to what seemed like the lightest moments. The steamrolling “Hanky Panky” simply sounds like a silly innocent romp until you realize what she’s going on and on about is (“Warren’s favorite pastime”) . . . being spanked! It’s difficult to listen to the songs on I’m Breathless and not be compelled to try and find the real Madonna in each song. She is, no doubt, more intelligent than Breathless Mahoney, but both possessed the drive and tenacity required to get exactly what they wanted. Consider: in Madonna was just a fledgling dance-music star looking to do great things. In less than ten years, she was the co-star of a major movie, performing on its soundtrack album, singing a playful duet — “Now I’m Following You” — with Warren Beatty!

As fine as I’m Breathless turned out, it still needed a musical hook: a hit song. To that end, Madonna and Shep Pettibone (the brilliant engineer/songwriter/producer still standing in the shadow of Madonna’s steady cohorts Steve Bray and Patrick Leonard) dreamed up a sleek song which Madonna would co-write and produce, “Vogue.” It’s a funky, uptown anthem celebrating the art of “voguing” — a then-popular dance that was more about posing like a high-fashion model than breaking a sweat. Actually, voguing had been around long before Madonna sang about it; like Michael Jackson and his “Moonwalk,” dance, Madonna simply introduced to the rest of the world another hot urban trend. The knockout pulsating track was a masterful dance tribute to “Ladies with attitude, fellows who were in the mood” (with an accompanying memorable black-and-white video that was, no doubt, inspired by classic photographs taken by Horst of Hollywood legends). The “Vogue rap” is still one of Madonna’s greatest camp musical moments (“Greta Garbo and Monroe, Dietrich and DiMaggio . . .”).

Madonna historian Bruce Baron notes that “Vogue” was first planned as the B side of the “Keep It Together” single. When Warner executives heard the song, however, it was decided to issue it as an A side. Baron points out that Madonna had to alter some more suggestive lyrics because the song was to be included on an album connected to a Disney movie.

“Vogue” did what Madonna and Shep Pettibone hoped it would do: it went to Number 1. (Her grand performance of the song on the MTV Video Music Awards in 1990, dressed as Marie Antoinette in a giant hoop-skirt outfit with lots of cleavage, a bouffant wig and white-powder makeup, was a classic camp show that elevated the standards of future performances on that program.)

Then, after “Vogue,” “Hanky Panky” did a respectable climb to Number . Both singles served to push I’m Breathless to Number 2 on Billboard’s album chart. It sold two million copies in the U.S. and five million globally.

I’m Breathless is one of Madonna’s greatest musical moments, a fairly heady proclamation considering her prolific recording career. “I worked so hard on that record,” she later said. “In its time and place, it’s important to me.” Also, Warren Beatty could not have been more pleased with it and, as her friends have recalled, she wanted nothing more than his approval when it came to all of her work in the film, acting and singing. “He meant a lot to her,” confirms Freddy DeMann. “She wanted him to be proud.”

Perhaps an indication of Warren’s feelings about the album came when he co-hosted a party at his home with Madonna shortly after its release. He asked her to “dress down” for his Hollywood friends such as Jack Nicholson, Michelle Pfeiffer and Al Pacino, as well as the studio heads of various movie companies, the so-called movers and shakers of the business.

Madonna had often commented on Warren’s “people skills.” It was true in 1990— and is still true today — that his warm, firm handclasp the moment he turns his attention to someone often leaves that person with the feeling that he or she has been touched by something special. Madonna noticed the way people felt quickened by any encounter with Warren, sincerely happy to be in his presence. With her, it was a different story: unless they were real fans, most people were generally fearful of her upon meeting her, worried about what she might say or do to them. Indeed, usually when she walked into a room, people swarmed about her not because they wanted to touch her, but rather because they wanted to see what outrageous event might occur as a result of her presence, who she might insult, what swearword she would utter while doing it. She said that she wanted to learn from Warren how to be more gracious. Therefore, parties at Warren’s were always thrilling for Madonna; she enjoyed the company of his influential show-business friends, and appreciated the way they treated her, accepted her as one of their own.

For the Dick Tracy party, Madonna wore a simple, bare-back black gown by Halston, her golden hair in a sophisticated twist. She appeared feminine, tailored, graceful and elegant. Smiling, touching, kissing and moving through the crowd, she looked like an experienced socialite. She was breezily conversational with people who usually bored her. She laughed gaily at Warren’s jokes. She didn’t swear. Did she ever dream she’d come so close to the magic, power and glamour of true Hollywood, and fit in so well? Probably, yes. “She was delightful,” recalled a guest, “the perfect hostess.”

During the party, Warren played “Something to Remember,” from the Dick Tracy soundtrack and asked his guests to stop talking long enough to listen to the song. Everyone obliged. Certainly, during these few minutes, Madonna must have felt at least a little awkward as she stood with a martini in one hand, a cigarette in the other . . . and all eyes on her. Even the platoon of tuxedo-clad waiters, stationed like toy soldiers with trays of crudités, pâtés and other appetizers, stopped serving long enough to take notice.

When the song was over, Warren walked over to Madonna and said something to her. She responded with a surprised smile and a nod of what seemed like appreciation. Then, with a flourish, he turned from her and began to applaud. Following his lead, his guests joined in, showering Madonna with cheers, smiles and words of congratulations. For her, it must have been a moment like no other. As Jack Nicholson later remembered, “She stood there and just accepted it all graciously . . . this beautiful, unpredictable, amazing young woman with tears in her eyes, and I thought — Jesus! What a star.”