Having left the MICHAEL STANLEY BAND in 1977 after the release of the live 'Stage Pass' album, songwriter Jonah Koslen was introduced to manager Mike Belkin by former JAMES GANG drummer Jimmy Fox and was encouraged to put together the next Cleveland supergroup by both individuals.

Koslen had known Bob Benjamin since high school and had played with the bassist in a number of local bands previously, including PICASSO. Koslen had also featured with JEEP and SNAKE EYES prior to enrolling into the ranks of the MICHAEL STANLEY BAND in March 1974. Drummer Kevin Valentine was recruited from THE MAXX BAND, an outfit which also featured the drummer's brother Gary, who became BREATHLESS' soundman once Kevin had come on board. With Alan Greene, Rod Psyka and the synth magician Mark Avsec, ex WILD CHERRY, rounding out Koslen's dream outfit the six-piece set to work rehearsing in an old theatre in Euclid, Ohio.

The band's eponymously titled debut was recorded in Miami with producer Don Gehman, better known for his work in the Pop field. Where the debut is rather light, quirky and poppy, 'Nobody Leaves This Song Alive' turned into a different beast entirely, reflecting Koslen's mood at the time.

The band effectively fell apart after 1980's 'Nobody Leaves This Song Alive' was released, Koslen not at all happy and wanting to pursue other projects.

Following the break-up of BREATHLESS it would actually be a few years before Jonah Koslen would emerge once more with his JONAH KOSLEN & THE HEROES project, resulting in 1983's 'Aces' album. Avsec and Valentine had already teamed up with DONNIE IRIS AND THE CRUISERS, Iris having previously worked with Avsec in WILD CHERRY.

Valentine and Avsec teamed up again in the latter's CELLARFUL OF NOISE project, the drummer also working with former BREATHLESS colleagues Psyka and Greene in THE INNOCENT with one Trent Reznor on keyboards. Since then Kevin has recorded with THE GODZ, HARLOW, SHADOWKING and also worked briefly with CINDERELLA following the departure of the Philly band's longtime sticksman Fred Coury. In 1997 Valentine participated in the reformation of DONNIE IRIS AND THE CRUISERS.

In 1993 Koslen and Michael Stanley reunited in THE GHOST POETS with  fellow MICHAEL STANLEY BAND man Bob Pelander. Kevin Valentine and ex-MICHAEL STANLEY BAND man Tommy Dobeck guested on drums.

Koslen resurrected BREATHLESS for one night only in August 1998. This solitary concert featured Rodney Psyka, guitarist Billy Sullivan, BEAU COUP bass player Bill March, keyboard player Rich Spina and drummer Don Krueger.