Written by Minogue, Dave Ball and Ingo Vauk, "Breathe" lasts a duration of four minutes and thirty-eight seconds. Minogue composed the bridge section using a synthesiser and keyboards. Livingston Brown played the bass guitar, and Steve Sidelnyk played the drums on the track; other additional instruments were handled by Ball and Vauk. This also marks Minogue's first song along with "Too Far" that she had co-produced. "Breathe" was recorded in London, England at Ball and Vauk's home studio's while additional recording was handled at Mayfair Studios. Minogue flew to Chicago, USA to re-record her vocals for the remix by American producer and disc jockey, Todd Terry.