Britney Spears flirted with innuendo on her first three albums, but the bubblegum princess emerged as a sexually liberated woman on her 2003 opus, In The Zone. The then 22-year-old kicked off the era by making out with Madonna, pop’s reigning queen, at the VMAs. The move was heralded as a figurative passing of the torch to the industry’s most viable up-and-comer and presented a more adventurous image for the blossoming starlet. When her album followed several months later, gone were the pristine pop hooks and the proclamations that Spears was still “not that innocent.” Instead, she rode in on what is arguably one of her most mature and eclectic releases to date.

She teamed up with Madonna again for the LP’s lead single, “Me Against The Music,” on which the “Like A Virgin” provocateur challenged her protege to lose control over a racing production. Coupled with a raunchy visual featuring some of Brit’s best choreography to date, they drove the beat to the top 40 on the Billboard Hot 100. It was a respectable effort, but it paled in comparison to the album’s unhinged second single “Toxic.” Produced by Swedish duo Bloodshy and Avant, the track rocketed into the top 10 (her best showing since 2000’s “Oops!… I Did It Again”) and became one of the best-selling releases of 2004. The heart aching piano ballad “Everytime” followed, netting another top 20 hit and suggesting that the album had some serious staying power.

Tragedy struck when Britney slipped on pavement while recording the video for the project’s fourth single, “Outrageous.” After undergoing surgery to repair floating cartilage in her knee, she was sidelined for months bringing the album’s promotion to an untimely end and leaving a veritable treasure trove of unexplored material behind. One of those tracks that shimmered with potential was the album’s most sensual offering, “Breathe On Me.”

Written by Steve Anderson, Lisa Greene and Stephen Lee with production from Mark Taylor, the track was a last-minute idea developed by Anderson hours before a scheduled writing session. On an album that was meant to signify personal growth, “Breathe On Me” allowed her to explore her sexuality in an overt manner like never before. Doing away with the clever double entendres that defined some of her earliest hits, this track found her in the midst of a fiery tryst with a partner.

“Oh, it’s so hot, and I need some air. And boy, don’t stop cause I’m halfway there,” she groans over a pulsing production in the opening moments. If it was hot 30 seconds into the recording, the temperature only continued to rise as Britney pleads with her lover for a deeper connection. Sparse beats build under her purred vocal line, rising in urgency as she falls further into ecstasy. “We don’t need to touch, just breathe on me,” she proclaims as the production soars to a climax behind her. Remarkably, the pop star handled the mature subject manner with ease, embodying the seductive lyrics and injecting a sense of passion as her whispery vocals soared to new heights of pleasure.

Although it was never released as a single, “Breathe On Me” has been a staple on the setlist of almost every tour Brit has embarked on since releasing In The Zone. On 2004’s Onyx Hotel Tour she slid down a fireman’s pole and writhed around in a bed with a dancer while dressed in her best lacy lingerie. She offered one lucky fan a lap dance during her M+M’s Tour in 2007 and flew through the air on levitating frames during The Circus Starring Britney Spears Tour in 2009. The lusty track reappeared on the setlist of her remixed and reimagined Piece Of Me show when it relaunched in 2016. More than 10 years after its original release, the track retains its magic as the now 35-year-old hitmaker and her female dancers seductively prance across the stage before blowing glitter into the air at the peak of their frenzy. Revisit the hit that should have been below.

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