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"Don't Hold Your Breath" is a song by American recording artist Nicole Scherzinger, taken from her debut studio album, Killer Love (2011). The empowering mid-tempo pop song was written by Josh Alexander, Billy Steinberg and Toby Gad. The song was released on March 10, 2011, as the album's second single in the UK, and on August 16, 2011, as the second single in the US. Critical reception towards the song was positive, with critics preferring it over previous Pussycat Dolls singles, as well as praising the empowering message and theme. The pop production was also praised.

A demo version of "Don't Hold Your Breath" with lead vocals from Timbaland and Keri Hilson leaked in 2010. Then in early January 2011, a second demo version with an altered production, different lyrics and uncredited female vocals also leaked. This was followed by a third unfinished version, this time with Scherzinger's vocals, before the final version premiered on January 14, 2011. The song's lyrics speak of the female protagonist realising that her relationship with her man is over and she is not going to return to what used to be. An accompanying music video was directed by Rich Lee, and follows Scherzinger as she experiences the emotions of the song. Scenes include a hackney carriage journey, self-realisation, scornful glances in a mirror and wandering an old 1930's house.

"Don't Hold Your Breath" made its Irish chart debut at number four, becoming Scherzinger's highest charting single as a lead artist. In the United Kingdom, the song debuted at number one on the UK Singles Chart, becoming her first single as a solo artist to do so.

Background and composition
"Don't Hold Your Breath" is a up-tempo "empowering pop" song, utilizing elements of club-pop and eurodance. It was written by Josh Alexander, Billy Steinberg and Toby Gad. and produced by Carl Falk, Steve Josefsson from Swedish House Mafia and Rami Yacoub. A small snippet of the song leaked online in January 2011, and upon appearing online, Robert Copsey from Digital Spy noted that an unfinished demo of the song leaked online back in June 2010. The demo features vocals from US record producer-rapper Timbaland and American singer-songwriter Keri Hilson. Pop Justice's Peter Robinson described it as a "I've had enough of all this, I am a strong woman and I'm off'-type pop tune" The entertainment site note that a second demo also leaked in the first week of January 2011, where the lyrics were re-written, but the original hook was kept intact. Robinson said that the second demo that that leaked on January 13, 2011 was more similar to the final single version as opposed to the earlier 2010 demo. A third unfinished version, this time with Scherzinger's vocals, leaked on January 14, 2011 with a more basic production. Rap-Up posted the final single version also on January 14, 2011.

Melodically, "Don't Hold Your Breath" consists of an up-tempo common time time signature of 112 beats per minute. It uses a simple three-note chord progression of Fm–E♭–D♭. The style of the production and arrangement were compared to songs by Gloria Gaynor, according to Robert Copsey from Digital Spy. Lyrically, the song's theme and content was described as "Scherzinger staving off an ex’s advances" and making it clear that the relationship is officially over. As well as incorporating elements of club music, her tone is scornful on lines such as "You can’t touch me now, there’s no feeling left/ If you think I’m comin’ back, don’t hold your breath/ What you did to me, boy I can’t forget".

Critical reception
Pop Justice praised Scherzinger's choice to release "Don't Hold Your Breath" as her second single. They said "For the follow-up [to 'Poison'] Nicole has taken the controversial move of recording a song that is also basically brilliant... It is nice to have a decent song about love because love is the official topic of pop and anyone who tries to tell you otherwise is a fool to themselves and needs to have a long sit down." A review from Rap-Up agreed saying that on "Don't Hold Your Breath", Scherzinger's takes it the club with the "empowering pop jam" and declares her independence. Robbie Daw from Idolator praised the song, based just on its demo. He said "Well, okay—we will allow that this song already sounds better than every Pussycat Dolls single combined." Robert Copsey from Digital Spy praised the song awarding it five out of five stars. In his review, Copsey said "That said, we found ourselves mildly red-faced on a recent excursion while listening to Nicole Scherzinger's latest chart assault... Who could blame us though?" He went on the praise the Gloria Gaynor-like conviction displayed by Scherzinger as well as the song's overall production.

Chart performance
On February 16, 2011, "Don't Hold Your Breath" was added the C-playlist on the UK's biggest mainstream radio station, BBC Radio 1. It has since ascended to the A-playlist. On March 18, 2011, "Don't Hold Your Breath" debuted on the Irish Singles Chart at number four, outperforming Scherzinger's previous best of number seven with "Poison" (2010). It is Scherzinger's highest charting single, in Ireland, as a solo performer. In the United Kingdom, the song debuted at number one with first-week sales of 98,000 copies, becoming Scherzinger's first solo number-one single. Scherzinger previously topped the UK Singles chart with the Pussycat Dolls, in 2005 with "Stickwitu" and "Don't Cha".

In Australia, "Don't Hold Your Breath" debuted at number twenty-seven due to strong digital sales. Since its debut, the song has peaked at number seventeen and has been certified Platinum by the ARIA for sales in excess of 70,000 copies.

Music video
On January 18, 2011, Scherzinger booked Rich Lee to direct the music video for "Don't Hold Your Breath". The finished clip premiered through Scherzinger's official Vevo account, on February 8, 2011. According to Robbie Daw of Idolator, the theme of the video was to show drama and anger. The Daily Mail's Andrea Magrath commented that in the video has several different emotions from "seduction" to "distress," with an overall aim to that "ensure [that] the unnamed gentleman, she sings about, knows exactly what he's missing."

Synopsis
The music video begins with Scherzinger sitting in the back of a London hackney carriage. As the rain pours outside and raindrops cover the windows, Scherzinger sings the first verse while changing her smart clothes for more casual ones. She stares longingly out of the carriage's window, watching the rain outside. During the chorus, there are two main scenes. In the first she is seen wrapped in blanket while in the second she walks across room of an old house, in need of renovation. The lighting is cold and dim, and most of the furniture is covered in plastic wrap. She stares resentfully at her surroundings while crossing the room. In the song's second verse, Scherzinger stands in front of a mirror in the bathroom of the house where she has a moment of realisation. The sink overflows as she scornfully looks in the mirror, relating to the lyrics of the song. She is then scene walking towards the camera, through a hallway of the house. It is a confident independent walk towards the audience with lights flashing rhythmically behind her. The bridge sees Scherzinger sat in one the house's empty rooms, in an old armchair and intersects some of the earlier carriage and bathroom scenes. As she sings the lyric "The screen fades to black", the blanket seen earlier on falls in front of the camera revealing a close up shot of Scherzinger's face. Her hair flows in the wind and she finally gets up from the armchair to stand in front of the room's open windows. In the final scene she stands confidently in front of the window as wind and light flood the room. She sings the final verse of the song, looking directly at the camera and smiling for the first time in the video.

Reception
Despite Idolator's Robbie Daw loving the song, he had little to say about the music video, "overall, cheap-ass video, but great pop song. Two kitty paws up, Nicole." Meanwhile Rap-Up.com called Scherzinger's character, in the video, a "sexy siren". The only thing Ryan Brockington from New York Post said was the set in the music video resembled U.S. television drama, Dexter. A reviewer from Sugar Magazine said the video for "Don't Hold Your Breath" was similar to that for Cheryl Cole's "The Flood", as both were "dark and moody". Moreover the reviewer praised "the warm fuzzy" blanket scene, the "vexed bathroom" scene and the "sexy tantrum" at the end of the video. Andrea Magrath, from The Daily Mail agreed, particularly commenting on the glimpses of Scherzinger's toned body seen in the early stages of the video. According to a press release from Interscope Records, the video has received critical acclaim with over eighteen million Vevo views as of August 16, 2011.

Live performances
BBC Radio 1 officially played the single for the first time on January 30, 2011, during the Tom Deacon Show. Nicole Scherzinger performed the song live for the first time on series six of Dancing On Ice on March 6, 2011, a week prior to the single's release. Scherzinger promoted the single singing on Loose Women on March 7, 2011, wearing a funky, urban and jungle-inspired outfit, teamed with towering heels. During the week the song was also performed on Lorraine on March 8, 2011 and on March 13, 2011 on Let's Dance for Comic Relief. On March 17, 2011 she performed on T4. On August 18th Nicole performed the song on Regis as US promotion.

Track listing

 * Digital download
 * 1) "Don't Hold Your Breath" – 3:17


 * Digital single
 * 1) "Don't Hold Your Breath" – 3:18
 * 2) "Don't Hold Your Breath" (Instrumental Version) – 3:18


 * Digital download (Acoustic Version)
 * 1) "Don't Hold Your Breath" (Engine Room Acoustic Session) – 3:05


 * Digital Remix EP 1
 * 1) "Don't Hold Your Breath" (Cahill Club Mix) – 5:27
 * 2) "Don't Hold Your Breath" (Cahill Mix – Edit) – 3:04
 * 3) "Don't Hold Your Breath" (Bimbo Jones Radio Edit) – 2:42
 * 4) "Don't Hold Your Breath" (Bimbo Jones Dub Edit) – 7:03
 * 5) "Don't Hold Your Breath" (The Alias Radio Mix) – 3:10
 * 6) "Don't Hold Your Breath" (The Alias Club Mix) – 5:28


 * Digital Remix EP 2
 * 1) "Don't Hold Your Breath" (Main Version) – 3:18
 * 2) "Don't Hold Your Breath" (Kat Crazy Radio Remix) – 3:08
 * 3) "Don't Hold Your Breath" (Dave Audé Radio Remix) – 3:33
 * 4) "Don't Hold Your Breath" (Fred Falke Radio Remix) – 3:43
 * 5) "Don't Hold Your Breath" (Kaskade Radio Remix) – 3:49
 * 6) "Don't Hold Your Breath" (Dave Audé Remix) – 7:16
 * 7) "Don't Hold Your Breath" (Fred Falke Remix) – 7:08
 * 8) "Don't Hold Your Breath" (Olav Basoki Remix) – 6:10

Credits and personnel
"Don't Hold Your Breath" was recorded at Kinglet Studio and The Record Plant in Los Angeles, California.


 * Josh Alexander – songwriter and vocal producer
 * David Bukovinszky – cello
 * Mattias Bylund – strings arrangement, recording and editing
 * Carl Falk – producer
 * Toby Gad – songwriter
 * Chris Garcia – digital editing


 * Chris Gehringer – mastering
 * Mattias Johansson – violin
 * Steve Josefsson – producer
 * Rami – producer
 * Billy Steinberg – songwriter and vocal producer
 * Mark 'Spike' Stent – audio mixing