Breathless is an unreleased instrumental recorded on 28 December 1985 during the so-called "Paisley Jam" session (that also produced Slaughterhouse, U Just Can't Stop, Run Amok, Mobile, Madrid, High Calonic and 12 Keys) at Sunset Sound, Hollywood, CA, USA.
The session was all improvised, and recorded with no breaks between tracks; track names were given afterwards by Eric Leeds as a way of more easily identifying the pieces of music.
It is unknown if this track was intended at the time for The Flesh album or any other project.
Breathless was remixed by Prince on 4 October 1988 at Paisley Park Studios, Chanhassen, MN, USA, although it is not known if this was intended for Madhouse's third album 24 or any other particular project at this point.
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