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In preparation for Breezin', the musicians spent a lot of time in pre-production rehearsing the music - the basic tracks were recorded in just three days in January 1976 at Capitol Studio A in Hollywood. Engineer Al Schmitt recalls that drummer Harvey Mason set up in the middle of the studio and the other musicians played around him on risers. Although multiple takes were laid down, five of the tracks that made it onto the album were first takes.

So too was the vocal on 'This Masquerade', with Benson later saying that producer Tommy LiPuma 'only allowed me one chance'.Schmitt found an Electro-Voice EV666 microphone, which then cost around $90. 'I put it on George and he nailed it and that's the cut that's on the record', the engineer said in 2020. 'When I did the next album [In Flight, 1977] he wanted to use that mic. I said, "I have a beautiful Neumann U 47". But he said that he wanted that little grey mike. I gave it to the Grammy museum.'

LiPuma hoped his friend Claus Ogerman could do the string arrangements, but he was about to leave the US and return to his home in Munich, so LiPuma and Schmitt took the tapes and flew over to record the strings in his studio. When they found that Ogerman's tape machines only ran at 7½ and 15ips, and Breezin' had been recorded at 30ips, they took the tapes to Giorgio Moroder's Musicland Studios, also in Munich. This Moroder's studio was 24-track, but it was difficult to monitor what was being recorded, as there was only one meter, and a switch with 24 positions. Unable to get the orchestral tracks all down in one session, LiPuma and Schmitt decided to record the rest of them in London with Ogerman.