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Filming Dick Tracy began on February 2, 1989 and ended three months later.

In 1990, Madonna was part of the film Dick Tracy starring as Breathless Mahoney—a new role introduced for her— with Warren Beatty playing the titular character. Madonna told Premiere magazine that initially she had waited for Beatty to call her for the film. But when he did not, the singer decided to involve herself voluntarily. She pursued the part of Mahoney, but offered to work for minimum wages to avoid favoritism.Principal photography for Dick Tracy began on February 2, 1989 and ended three months later. The filmmakers considered shooting the film on-location in Chicago, Illinois, but production designer Richard Sylbert believed that Dick Tracy would work better using sound stages and backlots at Universal Studios in Universal City, California. 


Other filming took place at Warner Bros Studios in Burbank, California. Beatty often encouraged dozens of takes of every scene. The film was released in the United States on June 15, 1990, and was the third-highest opening weekend of 1990. Dick Tracy was the ninth-highest grossing film in the US in 1990, and number twelve globally. The film also received positive reviews from critics. Roger Ebert from the Chicago Sun-Times praised the matte paintings, art direction and prosthetic makeup design, stating: "Dick Tracy is one of the most original and visionary fantasies I've seen on a screen".
Beatty had realized several positive aspects of hiring Madonna as an actress for the film. She would be inclined to develop the soundtrack forDick Tracy and the film studio would see this as a promotional opportunity before the release of their product, since Madonna was popular as a recording artist. This would also benefit Warner Bros. Records, who would get a reason to release a new Madonna record. 
According to J. Randy Taraborrelli, author of Madonna: An Intimate Biography, by the 1980s record labels started to release albums which were closely associated with a film, thereby gaining double promotion. These were mostly termed as soundtracks although many of them were not related to the film. After the shooting for Dick Tracy was over, 

Madonna started working on the soundtrack. She had begun recording three songs by Stephen Sondheim for the film—"Sooner or Later", "More" and "What Can You Lose"—which would be part of the album, but also had to write and develop new songs comparable in style to the previous In her favor, she produced the entire album, including the Sondheim songs. "I want people to think of me as a musical comedy actress. That's what this album is about for me. It's a stretch. Not just pop music, but songs that have a different feel to them, a theatrical feel", she said at the time.




Madonna was in a relationship with Beatty at that time, and her whole acting, recording and singing stemmed from impressing him with the album, which was important to her.Beatty and singer Mandy Patinkin also lent their voices for songs from the album.[14] While I'm Breathless was being completed, it still needed a lead single. At the same time, Madonna and producer Shep Pettibone decided to compose a new song called "Vogue" to be placed on the B-side of "Keep It Together", the final single from her fourth studio album, Like a Prayer (1989), to ensure that the song would fare better on the charts. When Warner executives heard the song, they decided to release it as an A-side, and was eventually included on I'm Breathless.




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