Songfacts®:

• "Breathless" is a love song of great bubbliness - not exactly what fans typically expected from Nick Cave & The Bad Seeds. It uses nature scenes to describe the elation of being infatuated. In Cave's love-addled mind, the animals, trees, and even the Earth itself cannot breathe without the face of his beloved.
  
  The lyrics would seem almost ridiculous sung by just about anyone else, but coming from Cave's baritone voice, it feels touchingly real and tender. Cave has a way of combining stoicism and sincerity in his singing; he lets just enough feeling come through that we suspect there's a whole ocean of it barricaded just beyond his veneer of restraint. The restraint ends up amplifying rather than suppressing the emotion. His vocal style is a scarred, toothless old barroom brawler harboring a secret heart of gold, and it works particularly well with this song.
• There's some unique flute playing on the song. It has a story behind it that Cave shared in Red Hand Files #113 (the Red Hand Files are Cave's email newsletters to fans).
  
  Bad Seed Conway Savage had threatened to shove Bad Seed Warren Ellis' flute up Ellis' "arse" if he ever heard him play it again. Ellis took the threat seriously and didn't touch the flute for over 10 years. Cave asked Ellis to play it for "Breathless." Ellis did, but what came out was terrible (by Cave and Ellis' estimations), no doubt largely because he'd not played the flute in a decade.
  
  They gathered all the flute takes and did everything they could to make it work. As Cave explains: "So, Nick Launay, the producer, messes around with the flute, and then plays all the takes back at the same time - some backwards, some detuned, some phased - and it sounds like an incredibly f--ked-up 14th- or 16th-Century style ensemble."
• Cave released "Breathless" as a single backed by "There She Goes, My Beautiful World."