This article examines how breathing pauses organize prose rhythm in ancient rhetoric and in modernist texts. In Virginia Woolf’s “Time Passes” and “The Lady in the Looking Glass: A Reflection” as well as in a late chapter of Robert Musil’s The Man Without Qualities, breath is mentioned in scenes located in-between, when the narrative comes to a halt. The prose rhythm demanded by the ancient rhetoricians is structured by intervals that should be marked by a breathing pause. Aristotle, Cicero and Quintilian discuss breathing in the context of speech’s oral delivery, the speaker’s body, and composition. In Woolf’s and Musil’s breathing pauses, which are not located between the words, but rather constitute intervals filled with words, orality is shifted to the level of composition: a skillful arrangement of sound structures emphasizes the letters’ tonal nature and a harmonious acoustic flow is evoked. Thus, the modernist texts conjoin two conceptions of rhythm pointed out by Émile Benveniste: the pre-Platonic notion of ϱ῾υθμός as continual flow and the later idea of rhythm as segmentation that was also embraced by the rhetoricians. This conjunction accounts for Woolf’s and Musil’s staging of a particularly modernist rhythm, a form-generating stream determined by breaks.