Britney Spears Breathe On Me

A Very Oral History Of Britney’s “Breathe On Me”

It’s way beyond the physical.

“We don’t need to touch, just…

By 2003, Britney Spears wasn’t just teetering on the edge of womanhood anymore: She was a full-on sensual seductress, an enchanting mistress — genuinely fearless and fully in control of the world undefined in her body and mind.

In The Zone was Britney’s true sexual awakening, teasing us to undo her zipper (please…), exploring her sexuality up against the speakers with Madonna, indulging in self-stimulation with the touch of her hand and, of course, breathing, blowing and moaning to a throbbing pulsation of “Breathe On Me.”

Penned by Steve Anderson, Lisa Greene and Stephen Lee and produced by Mark Taylor, the track is easily Britney’s most overtly, aggressively sexual song (at least until “Touch Of My Hand” on that same album), from the pounding pulse to the Janet Jackson-esque moaning, groaning and lyrical yearning.

Boy, don’t stop ’cause I’m halfway there…

As if she needed to queer-ify her listening audience any further, Brit even throws in an Old Hollywood reference in the bridge (“Monogamy is the way to go / Just put your lips together…and blow“), a take on Lauren Bacall‘s infamous innuendo from 1944’s To Have And Have Not: “You know how to whistle, don’t you, Steve? You just put your lips together and…blow.”

And from there, it’s one long, moaning race to the finish.

As for Britney’s own description? She told MTV it was “vibe-y” and “trance-y” during an album preview back in 2003, explaining that it’s “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.”

Granted, she played it a little more Coyney with Diane Sawyer on Primetime, saying it’s “about breathing” (“That’s what it says! It says breathe on me!,” she shrieks) before ultimately being prodded by the ever-persistent host to explain further. “Well, I think it’s supposed to get you in the mood, you know? Like certain songs get you in the mood to feel a certain…tension or a certain vibe.”

While the song feels like an obvious standout from In The Zone, in reality, it was actually a “just in case” back-up idea.

Back in 2010, I spoke to Steve Anderson, the talented songwriter and producer who co-wrote “Breathe On Me” (and Kylie Minogue‘s “Confide In Me,” among dozens of other essential pop gems). As it turns out, the song was a quick alternative idea scribbled down an hour before the session with the other songwriters.

I had one I worked on for ages that I thought would be perfect, and the idea for ‘Breathe On Me’ was literally done in an hour on the morning of the session to have something in my back pocket in case the other writers didn’t like the other idea–which luckily they didn’t! Again it came together really quickly, and pretty much the demo we did ended up being the finished record. Mark Taylor from Metrophonic (who produced it) kept all of my programming and recorded a superb vocal from Britney on it delivering the record for Sony.

In September of 2003, Britney started showing up at night clubs to preview her new music with unannounced performances, causing pure pandemonium (no wonder there’s panic in the industry…I mean please!), as showcased in MTV’s In The Zone and Out All Night.

While in Las Vegas, Brit debuted “Breathe On Me” at Rain in the Palms Casino during a surprise set at 1 AM.

“We’ve done a lot of crazy things. This is going to be a tough one to top,” the club co-owner Scott DeGraff told MTV at the time.

Before the slip-that-shall-not-be-named on the slippery street of the “Outrageous” video set that quickly put an end to the era, “Breathe On Me” was being serviced for remixes — presumably to become the next In The Zone single.

Years ago, UK producer James Corden posted two official remixes he was commissioned by Jive to create for Britney in 2004. “The britney mixes i did recently.. it turns out ‘breathe on me’ isnt going to be a single ever, so they’ll never be on vinyl. so they’re high bitrate mp3s from the original digital masters. i hope you enjoy them, it’d be a shame if noone ever got to hear them so this is the best i can do,” he wrote on his site at the time.

Luckily, those mixes are still available to download at his official website if you’re in the mood to hear Brit Brit’s moans stretched and stuttered across nine full minutes of spacey, slightly spooky electronica.

An official “Breathe On Me” remix from Stuart Price, as Jacques Lu Cont, also appears on B In The Mix: The Remixes. It’s very Donna Summer.

The appeal of “Breathe On Me” doesn’t end at the aural experience: The live presentation is even hotter.

Britney took the track with her on the road several times, including the ABC In The Zone special, where writhed on a couch with dancers in her fake tattoo sleeves and seriously put her bass into action with some heavy simulated air humping.

The Onyx Hotel Tour performance is by far B’s most perfect encapsulation of “Breathe On Me” experience to date. Kicking off with a casual entrance via pole (!), Brit rolls around in bed with a checkerboard-headed Leo Moctezuma — a nod to Madonna‘s Blond Ambition Tour rendition of “Like A Virgin,” surely — demonstrating just about every position possible in the Kama Sutraney before going in for the kill with a hardcore make-out session during the song’s big climax.

It is, quite genuinely, a guide to good sex in a single performance. (Oh, if you didn’t catch it the first time, those are two dudes grinding up against each other in their undies next to Britney at the end. This performance is from over a decade ago. Early LGBT Warrior, much?)

“Oh, to be inside the heads of the dads taking their grade-school daughters to see the new Britney Spears tour, once it dawns on them they’re initiating little Suzy into the sort of erotically fixated experience more commonly shared over a business lunch at Scores,” Chris Willman chuckled in his review of the tour for Entertainment Weekly in 2004.

During the utterly insane M+Ms Tour, Brit’s impromptu surprise string of performances at a handful of House Of Blues venues in 2007 (what a time to be alive!), Brit and her girls briefly brought a guy onstage and twirled around him for a bit of fun before throwing him back to the crowd.

On the Circus Tour, Britney polished off the M+Ms Tour chair experience. Taking flight inside giant airborne window frames, B played temptress to a lucky fan from the audience seated on the couch center stage. It wasn’t nearly as interactive as, say, walking them down a catwalk in a harness on all fours, but the quick lap dance from a distance was nonetheless an invaluable Spearitual gift.

The song went noticeably missing on the Femme Fatale Tour, but mercifully, she’s heard our prayers: As of 2016, Britney is finally bringing the song back to life in Las Vegas as part of her Piece Of Me: Remixed, Reimagined, Still Iconic reboot.

And based on the rehearsal footage she teased thus far (just before her Picassoney moment in the art room, which I’ve yet to recover from), we’re getting full body rolls, high kicks and friendly hand-holding.

Until we get to see the latest interpretation of “Breathe On Me” in action: Brace yourself, grab an oxygen mask and just breathe.

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