"Breathe" is about contemplation and holding back emotions. The lyrics were written by Minogue in Tokyo during her trips with her boyfriend, Stéphane Sednaoui, in late 1995. She explained the idea came to mind when her friends were worried about her being silent: "My girlfriend told me 'You don't realize how loud you are when you are quiet'." She felt that it was "typical" of her to be thinking and "deciding what was wrong" because she felt that things in her head "were not clear."