"Breathe No More" is a B-side from the album Fallen. It was originally intended to appear on this album, but was scrapped and has since had several official releases. The first official release was a live version on Anywhere But Home in 2004, and the second was a studio version on the film score for Elektra in 2005. The same studio version was released again on Lost Whispers in 2016 as part of a collection of the band's B-sides and outtakes. A demo version of the song also exists with added percussion and other sounds, including an altered audio sequence of "Ascension Of The Spirit".
The song was originally written and recorded during the Fallen sessions, but didn't make the cut on the album. Amy said it didn't fit the album as it was a "rock record", but since she recorded it properly she hoped to include it on Fallen's follow-up. This, however, didn't happen. The song was included on the Elektra Soundtrack in 2005.
In late 2012, Amy explained the meaning of the song to a fan during a Meet & Greet:
I wrote the song when I was in quite a dark place. I was in a toxic relationship that was destroying me, the song is really about how sometimes when you're in a toxic relationship you change yourself for the other person, but you start to hate yourself for it. You look in the mirror and hate the person you've become. That self loathing is one of the worst feelings in the world, because you just want the other person in the relationship to be happy but at the same time you don't want to lose yourself, the real you.
On October 1, 2020, Amy Lee shared a series of Instagram stories featuring an early demo of the song. Watch it here.