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Recording acoustic guitar - hear my breathing etc

So I cut a track of acoustic guitar using a stereo pair of RODE M5's . And I can hear my mouth sounds and breathing. My room is not ideal - there's noise anyway but the mouth sounds. Bla! I'm about 2 feet from the mics and about 18 to 20 inches above them and have my head cocked to the side breathing away from them. (So maybe 36 inches away).

Clipping guitar pedal loses mojo when volume lowered

So.. I'm recording some guitar and one side of the channel clips or the waveform periodically looks like a solid block, but when the volume is lowered or attenuated in any way, the pedal being used by the guitar totally loses it's 'mojo'. WTF?

Any ideas on how to cure clipping in a situation like this? I've tried several different things and nothing has helped yet..

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