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 co-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.

Patrick Ray Leonard is an American songwriter, keyboardist, film composer, and music producer, best known for his longtime collaboration with Madonna. His work with Madonna includes her albums True Blue (1986), Who's That Girl (1987), Like a Prayer (1989), I'm Breathless (1990) and Ray of Light (1998). He scored Madonna's 2008 documentary I Am Because We Are, played keyboards with her at Live Aid (1985), and was musical director and keyboardist on The Virgin Tour (1985) and the Who's That Girl World Tour (1987).