First of all, ditch the cotton shirt. There should be no cotton in your winter arsenal whatsoever. Secondly, you mention wearing fleece. Fleece can mean a lot of things but generally for me, at 35 F it means that i don't wear it. Simply too hot.

I wear a lightweight balaclava at that temp. It is about the thickness of two pairs of panty hose with a very, very light thermal lining. I have a thicker balaclava for colder weather but generally find it too hot for anything over 0 F. I also wear a fleece ear band over the balaclava when temps dip much under 32 F.

I don't get too caught up in the whole concept of breathing jackets. Jackets don't really breathe. In fact they don't have lungs. Seriously breathing, just means that air can move through the jacket. But the fact is that if you are generating a lot of heat, NOTHING will "breathe" well enough to get rid of the heat. So the key is to NOT generate too much heat underneath that you can't get rid of it.

Fleecewear, will generate a lot of heat. An alternative at 35 F would be to wear a windbreaker with something about the weight of a traditional long underwear shirt underneath. The shirt needs to be a wicking material not cotton. If you look at Performance Bike website, you would be looking at one of the shirts listed for "cool" weather, not "cold."

I just got this jersey for xmas and it is too hot to wear over freezing. In fact I wore it with a very lightweight Pearl Izumi Zephyr jacket at 30 F and was still basically too hot. I was ok with the jacket unzipped but prefer not to have to do that.