Personnel: Madonna (vocals); Warren Beatty (vocals); Mandy Patinkin (spoken vocals); Tim Pierce (guitar); Abe Most (clarinet, alto saxophone); Mahlon Clark (clarinet); Bob Cooper (tenor saxophone); Dave Boruff (saxophone); Tony Terran (trumpet); Charlie Loper (trombone); Bill Schneider, Randy Waldman (piano); Patrick Leonard (keyboards); Guy Pratt, Bob Magnusson, Abraham Laboreal (bass); Jeff Porcaro, John Guerlin, Carlos Vega (drums); Luis Conte, Jonathan Moffatt (percussion); Niki Harris, Donna DeLory, N'Dea Davenport, Jennie Douglas McRae (background vocals).

Recorded at Yuma Recording and Ocean Way Studios, Los Angeles, California.

Talk about starpower: I'M BREATHLESS features the club classic "Vogue," which many consider to be Madonna's greatest song, and three tunes by Broadway composer Stephen Sondheim, including the Academy Award-winning "Sooner Or Later." But because "Vogue," which is also available on THE IMMACULATE COLLECTION, doesn't quite fit in with the rest of the album--a collection of novelties and show tunes that live up to the subtitle "Music From And Inspired By The Film DICK TRACY"--and because the rest of the album doesn't quite fit in with Madonna's more familiar work, fans might be tempted to pass up I'M BREATHLESS. That would mean missing out on an essential, oft-hidden side of Madonna as well as missing out on vocal performances that critics agree rank among her best. With tracks like "I'm Going Bananas" and "Hanky Panky," I'M BREATHLESS may be a Madonna oddity, but it's an oddity fans will want in their collection.

Rolling Stone (6/14/90) - 3.5 Stars - Very Good - "...Madonna pulls it off with brass and panache....delivers that indefinable something extra..."

Q - 3 Stars - Good