Milestones: Waiting to Exhale (Original Soundtrack Album) by Various Artists

Babyface’s all-women celebration of R&B and soul remains a milestone. We’re still inhaling and exhaling its artistry, knowing that this treasure of an album will never lose its power.

Courtesy of LaFace Records.

The very title still conjures a scene of four women laughing together in hard-won serenity. It’s the closing image of Waiting to Exhale, a groundbreaking film about Black womanhood and friendship, and the moment its companion soundtrack so lovingly underscores. When director Forest Whitaker and author Terry McMillan brought this ensemble story to the screen, they tapped producer-songwriter Kenneth “Babyface” Edmonds to craft the film’s musical soul. Babyface—already R&B royalty by 1995—answered with a concept as bold as the movie itself: an all-women, all-star soundtrack that would mirror the emotional highs and lows of the women on screen. It was Whitney Houston, the film’s lead actress and executive producer, who insisted on this approach. “It was partly Whitney’s idea doing all the women,” Babyface revealed, noting that Houston saw Waiting to Exhale as an ensemble story of four women, not just her vehicle.

With that vision and Whitney’s clout behind him, Babyface assembled a dream lineup of powerhouse vocalists across generations—from legends like Aretha, Chaka, and Patti, to ‘90s superstars and rising talents like Mary J. Blige, Brandy, Toni Braxton, and Faith Evans—22 different women’s voices in total. It was a sisterhood on record—a tribute to Black women’s voices united by themes of love, heartbreak, resilience, and hope. And remarkably, each song was purpose-built to tell these women’s stories. “Every song was written to the actual film,” Babyface has said, describing how he watched rough cuts of scenes and “tailored it to the artist [I] thought it would suit best.”

From the very first warm tones of Whitney Houston’s voice on the opener “Exhale (Shoop Shoop),” the soundtrack establishes its heart. Over a gently swaying groove, Houston delivers a hymn to letting go—the chorus’s gentle “shoop shoop” refrain imitating the sound of a relieved sigh. Babyface wrote “Exhale” as the film’s theme at the eleventh hour, hoping Whitney would lend her voice to it. She did, and the song became an instant classic: a “surprisingly understated shuffle-ballad” that proved Whitney didn’t need to belt at full power to captivate. Instead, she coaxes nuance and “far more interesting vocal colors”, sounding at once sage and supportive, like the wise friend who has seen it all. In the film, “Exhale” plays over the closing scene as each character finds her inner peace. “Sometimes you’ll laugh, sometimes you’ll cry/Life never tells us the when or why” sums up the entire journey of these women, and exhales along with them.

Whitney Houston’s imprint is all over the soundtrack, which is fitting since Babyface deliberately “wrapped the entire project in a bow of her superstardom,” beginning and ending the album with her voice. Houston contributes three songs that reveal distinct facets of her artistry. “Why Does It Hurt So Bad” is Whitney at her most vulnerable and achingly tender. A torchy ballad of post-breakup sorrow, it finds her asking that universal question—why does a love that’s wrong for you still cause so much pain to leave behind? Houston pours a masterful blend of pop polish and gospel-infused melancholy into every line, then rising into glimmers of her powerful soprano to convey the aftershocks of heartbreak. The third Whitney track is “Count on Me,” a soaring duet with her close friend, gospel star CeCe Winans, in the context of Waiting to Exhale, which celebrates the bond between women who carry each other through life’s trials, aka the musical embodiment of sisterhood. It’s hard not to feel a twinge of nostalgia and heartache. Knowing Houston’s tragic fate, when she and CeCe proclaim, “I’ll be there, I’ll be around.”

The younger generation of R&B women gave it freshness and bounce. Case in point: Brandy’s platinum smash “Sittin’ Up in My Room.” Just 16 years old when she recorded it, Brandy was on the verge of TV and music stardom—and Babyface provided the perfect vehicle to showcase her distinct tone. The song is an understated funk groove wrapped in pop candy: built on a chunky bassline and playful synth chords, it captures the giddy, nervous energy of a girl crushing hard, daydreaming alone in her room. Notably, Babyface keeps the production light and funky but restrained, allowing Brandy’s vocals to carry the melody without excessive adornment. She uses her lower register to an addictive effect, her husky alto gliding through verses that confess she’s “thinking ’bout you” on a loop. In the film, it plays as a backdrop to romantic anticipation, but on the radio, it’s simply the sound of young, confident R&B at its best. It’s no exaggeration that this tune helped set Brandy on a course toward ‘90s icon status, and its DNA can be heard in her later hits. Brandy had arrived, and she did it by simply vibing in her bedroom with the whole world dancing along.

Mary J. Blige brought raw soul and hard-won grit with “Not Gon’ Cry.” Written by Babyface to accompany Angela Bassett’s scorned-woman storyline in the film, the song is a soulful declaration of independence in the wake of betrayal. Over a slow-burning groove, Mary J. delivers one of the most stirring performances of her career, her voice aching on the low notes and soaring into controlled cries on the chorus. She inhabits the character of a woman who gave “11 years” to a marriage only to be abandoned (a detail lifted straight from Bassett’s famous monologue in the film), and yet refuses to fall apart. “I’m not gon’ cry, I’m not gon’ shed no tears,” Mary vows, flipping the script on the typical breakup ballad: instead of begging or lamenting, she chooses dignity and self-respect. At the time, this track was something of a left turn for Mary J. Blige. The Queen of Hip-Hop Soul was known for her gritty hip-hop beats and streetwise edge, but here was a classic R&B torch song with grand, sweeping melody—and Mary rose to the occasion brilliantly. Even Uptown Records exec Andre Harrell initially hesitated, saying the song “makes her sound like an older woman,” to which Babyface replied, “Mary is the voice not just for her generation but for everyone.” He was proven right.

Sharing that mid-‘90s R&B spotlight was Faith Evans, whose contribution “Kissing You” is a silky slow jam with a subtly cynical undercurrent. At the time, Evans was a freshly debuted artist (known from Bad Boy hits and as the First Lady of that hip-hop/R&B scene), and on Waiting to Exhale, she showed a different side. The music is all velvet keys, laid-back groove, and quiet storm mood—a polished showcase for Faith’s sweet yet worldly voice. She delivers the lyrics about romantic longing and cautious hope with a cool, slightly wistful tone. The soundtrack’s veteran icons bring yet more colors and gravitas. It’s hard to overstate the significance of having Aretha Franklin, Chaka Khan, and Patti LaBelle all featured—the Queens and Empresses of earlier eras lending their magic to a ‘90s project, as if passing a torch in song. Each delivers a performance that bridges generations, grounding the album in classic soul even as it feels contemporary. Aretha Franklin’s contribution, “It Hurts Like Hell,” is a showstopper of a torch ballad. Who better to voice the deepest, church-inflected pain of heartbreak than the Queen of Soul herself? Babyface penned this slow, bluesy number for a pivotal moment in the film (when true love falls apart), and Aretha absolutely buries the track—in the best way—with a vocal that is raw, regal, and soul-stirring. At 53, she showed a new generation how it’s done.

Patti LaBelle soared to the heavens on “My Love, Sweet Love.” Patti’s voice—that iconic high-voltage soprano with the ability to peel paint off walls—is on glorious display in this romantic ballad. The song itself is a lush declaration of eternal love (written by Babyface in full-on “wedding song” mode), and LaBelle treats it like a sanctified hymn. She begins tenderly, her tone gentle and caressing the melody, but by the bridge, she’s letting loose those famous vocal runs and belted notes that send shivers down the spine. “My love, sweet love—with you nothing else matters,” she cries, and you can practically see her on stage with arms open, hitting a trademark LaBelle high note that rattles the chandelier. Chaka Khan brings unmistakable flair with her jazzy rendition of “My Funny Valentine.” This is the album’s only non-Babyface song—a Rodgers & Hart standard from 1937—and in lesser hands, its inclusion might have felt out of place. But Chaka Khan turns it into an extension of her own funky soul-jazz persona, delivering an interpretation that’s equal parts sultry and playful.

Rounding out this all-women chorus are the under-sung heroes of the soundtrack—the lesser-known names who nonetheless deliver worthy performances that give the album its textured cohesion. One such gem is Sonja Marie’s “And I Gave My Love to You,” a spoken-word-infused R&B track that Babyface co-wrote with the artist herself. Sonja Marie was a poet and newcomer, and here she essentially voices the film’s most introspective moments. Over a sensual, melancholic melody, she half-sings, half-recites verses reflecting on a love given selflessly and perhaps taken for granted. There’s an earthy realness to her delivery—you can hear the spoken word roots in how the lyrics flow, almost like a monologue put to music. This approach stands out on the album; it’s more akin to the kind of poetry reading you’d find at a café, and it coexists beautifully with another jazzy experiment, Chanté Moore’s “Wey U,” on the tracklist. Chanté Moore scats and flutters through “Wey U” with a light, jazzy soprano, while Sonja Marie lays down spoken soul—two very different styles, yet both speak to love’s yearnings.

We also get the rich harmonies of For Real, an all-female R&B quartet, on “Love Will Be Waiting at Home.” This song is a quiet storm beauty—six minutes of slow-burning groove where the group’s harmonies shine. For Real were not household names, but they imbue the track with a sincerity and vocal blend that rival those of En Vogue or SWV of the day. Similarly, the soundtrack features an emotive ballad called “How Could You Call Her Baby” by Shanna, another relatively unknown vocalist who nonetheless seized her moment. Over a dramatic, string-laden arrangement, Shanna demands answers from a cheating lover—“How could you call her baby?” she belts, voice cracking with equal parts hurt and indignation. It’s a quintessential “other woman” confrontation song, and Shanna sings it like someone who’s lived it. Though she didn’t become a big star afterward, her performance here is memorable and haunting. In the context of the album, these tracks by For Real and Shanna (along with the underrated SWV’s slinky “All Night Long,” the classic Toni Braxton’s “Let It Flow,” and TLC’s cheeky “This Is How It Works” earlier on) serve as the connective tissue between the marquee names. They ensure that the album isn’t just a showcase of famous voices, but rather a fully-realized ensemble piece—much like the film itself.

Every woman’s perspective, famous or not, matters. That musical equality is part of what makes Waiting to Exhale such an exceptional soundtrack. There’s a sense that Babyface curated a chorus of women’s voices—lead and backing, young and old, famous and new—to speak on love from every angle. And remarkably, it all gels. The album flows organically from one track to the next, unified by Babyface’s smooth production touch and the core themes of love, loss, and sisterly solidarity. It’s why you can listen front-to-back and feel like you’ve experienced a roller coaster of emotions rather than a jumble of songs. Babyface’s masterstroke was validating the adulthood of those artists and fans: this wasn’t kid stuff; it was grown folks’ music speaking to real-life experiences. The soundtrack gave women, especially Black women, anthems to cry to, to not cry to, to dance to, and to lean on each other with. It turned out to be “the Saturday Night Fever of sophisticated ‘90s soul”—a cultural touchstone of its era.

And its influence can be traced in subsequent projects: from 1997’s Soul Food soundtrack (also anchored by Babyface’s writing) to 2018’s Black Panther: The Album, curated by Kendrick Lamar, the idea of a single-producer-driven soundtrack aligning stars under one vision has roots in Waiting to Exhale. Even Babyface himself revisited the concept with his 2022 project Girls’ Night Out, collaborating with a new generation of female R&B artists—a clear homage to the Exhale template. Perhaps most importantly, the themes of sisterhood that pulse through the soundtrack resonate as strongly as ever. Today’s listeners, facing their own societal and personal challenges, can still find solace and empowerment in these songs. In an age of both #MeToo and Black Girl Magic, tracks like “Not Gon’ Cry” or “Exhale” feel prophetic—they were celebrating women’s strength and unity long before those became trending topics. This was a cultural milestone that put Black women’s voices, literal and figurative, at the forefront. It’s as if all these incredible singers gathered to tell every woman listening: “Girl, you’re not alone. We’ve been there, and we’ve got you.”

Masterpiece (★★★★★)