Collocations for breathless - adj.

be, feel, seem, sound
become
leave sb, make sb
The unaccustomed exercise left him breathless.

extremely, fairly, very, etc.
He sounded rather breathless.

a little, slightly, etc.
almost, nearly

with
By the end of the walk, she was breathless with exertion.
The children peered through the open door, breathless with excitement.

from
We had to stop, breathless from exertion.

Breathless is used with these nouns:
anticipation, excitement