"Breathe" features Sean Paul on vocals. The song was originally recorded for Blu Cantrell's Bittersweet album without the Jamaican dancehall reggae star, but his vocals were added for the single.
Blu Cantrell was feeling depressed after a difficult breakup with a boyfriend. She admits in 1000 UK #1 Hits by Jon Kutner and Spencer Leigh, "That song is also a snapshot of that relationship. Sometimes you have to step back and give each other space."
The song is based around the instrumentation of Dr. Dre's "What's The Difference," which itself heavily samples "Parce Que Tu Crois" by French crooner Charles Aznavour.
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