Waiting To Exhale

The Artist

The Waiting to Exhale soundtrack is a various-artists collection curated and largely produced by Babyface, one of the most prolific and successful R&B songwriters and producers of the late 20th century. Born Kenneth Edmonds in Indianapolis, Babyface rose through the 80s as half of the production duo LA and Babyface before founding LaFace Records and reshaping the sound of adult contemporary R&B. The roster he assembled here is a who's who of Black women in mid-90s music: Whitney Houston, Mary J. Blige, Toni Braxton, Aretha Franklin, Patti LaBelle, Brandy, and more. It's less a compilation than a unified artistic statement, with Babyface writing or co-writing nearly every song. This project sits at the peak of his cultural influence, arriving between his own solo hits and his continued run as the go-to architect of 90s R&B balladry.

The Album

Released in November 1995 to accompany the Forest Whitaker-directed film adaptation of Terry McMillan's novel, the soundtrack was conceived, written, and produced almost entirely by Babyface. The unusual approach of having a single producer helm an all-star, all-women soundtrack gave the album a rare cohesion, with each artist voicing a different facet of a shared emotional arc. Recorded across multiple sessions with A-list vocalists, the production leans on lush arrangements, live strings, and unhurried tempos that let each singer sit at the center of her track. The album was a massive commercial success, spinning off multiple hit singles and earning several Grammy nominations. Thematically, it mirrors the film: songs about heartbreak, resilience, self-worth, and the complicated business of loving men who don't love you back.

Listen For

The Babyface signature. Nearly every track carries his fingerprints: warm keyboard beds, tasteful string swells, and space carved out for the vocalist. Listen to how consistent the sonic world feels even as the singers change.

Whitney at full power. "Exhale (Shoop Shoop)" opens the record with restraint, but "Why Does It Hurt So Bad" shows her working the material with more grit and ache than the pop hits typically allowed.

Dynamics across the sequence. Notice how the album stacks slow burners back to back and then breaks the mood with Chaka Khan's "My Funny Valentine" or the uptempo lift of "Count On Me" at the close.

Mary J. Blige's delivery. On "Not Gon Cry," pay attention to how she bends phrasing around the beat, wringing every syllable of the lyric for maximum bruise.

Lyrics of women speaking plainly. From the resigned kiss-off of "Let It Flow" to the friendship anthem "Count On Me," the writing centers women's inner lives without dressing them up in metaphor.