Dave Gilmour: vocals, guitars
Nick Mason: drums
Richard Wright: Hammond organ
Roger Waters: Fender bass

Written by Roger Waters, Dave Gilmour, and Richard Wright.

In 1969, Roger Waters worked with experimental composer Ron Geesin on the soundtrack to The Body, a Tony Garnett film which used the internal workings of the human body as a metaphor for our existence. The first words heard on that soundtrack are "Breathe, breathe in the air." The ideas presented in the film inspired Waters to examine his own frustrated existence. While Pink Floyd had already achieved tremendous success prior to the release of Dark Side, Waters, ever the idealist, felt that fame and fortune had compromised his socialist principles. As much as he enjoyed the band's artistic expression and the fun of being a rock star, he couldn't help but feel that being a rock and roll hero was unimportant in the grand scheme of things. In fact, one could say he came to resent the time Pink Floyd took away from his daily life. "Breathe" serves as an outlet for these feelings.