Waiting To Exhale: The Stories Behind The Soundtrack

Babyface decided that he would share with us the stories behind the Waiting to Exhale soundtrack of which he composed. This IG (Instagram) Live presentation was originally scheduled for Mother’s Day weekend but due to the death of a dear friend of his and a music industry vet Andre Harrell, he rescheduled it to Memorial Day weekend which took place on Sunday, May 24th at 8pm. I was excited as this soundtrack became a soundtrack of my younger years thanks to my mom because she played this constantly (and I mean constantly).
In 1994, Babyface said that Forest Whitaker contacted him to write songs for a soundtrack to a movie called Waiting to Exhale. Not only did he want him to write the songs but to also compose the score. Forest gave him a rundown of what the movie was about and the actresses that would be featured. Babyface was down to write the songs but admitted that he felt the pressure of doing the score as well given the notable names in the film but he agreed. So Babyface met up with Forest in Arizona to discuss the details. (Below is the order in which the songs appear in the movie):
“Wey U”-Chanté Moore
Babyface said that on his way to Arizona that this song came to mind. He loved Chanté’s voice and decided to sprinkle her throughout the album.
“All Night Long”-SWV
Babyface wanted to capture the essence of the scene about Robin and her relationships so he got SWV to do this track.
“Love Will Be Waiting”-For Real
This song was written for Gloria.
Babyface interjects and says that Quincy Jones is the reason that he got the Waiting to Exhale gig. Apparently Forest asked Quincy first and he was busy with other things but he recommended Babyface for the job.
“Sittin’ Up In My Room”-Brandy
Babyface speaks highly of Brandy and said that Whitney did too. Whitney apparently said that Brandy was such a powerhouse that she could see her becoming big like her in a few years (what a compliment) and Babyface said thay she was one of the most amazing singers he’s ever heard of. He said he thinks that Brandy is very underrated and how excited she was to be a part of the project.
“Not Gon’ Cry”-Mary J. Blige
Written for Bernadine’s scene where she was mad as hell. Babyface said that Mary sang that song as if she herself wrote it. He thought that she did such an amazing job that he let Andre Harell hear it and Andre didn’t feel as though Mary should do the song because she wasn’t married and didn’t have kids so what would she know about those feelings/emotions. Babyface disagreed and that became Mary’s first #1 pop record on the charts. Babyface called her the voice of pain and love and I agree.
“And I Gave My Love To You”-Sonja Marie
Babyface said that he was excited to work with Patrice Rushen who is also featured on this track.
“How Could You Call Her Baby”-Shanna
Babyface didn’t speak on this song other than the fact that Shanna was one of Whitney’s artists and that she was happy to get some of her artists on the soundtrack.

“Let It Flow”-Toni Braxton
Babyface calls Toni and we all see their exchange on IG Live. Toni (shown on his iPad) said that when she heard the song that she definitely wanted it. She also admitted that she was a bit jealous that he was working with all the other talented female artists during the time of the soundtrack. Toni sang a bit of Let It Flow for us live and Babyface even pulled out his guitar briefly. All the while Tamar Braxton (Toni’s sister) was in the comment section saying how that is her favorite song by her sister. Toni and Babyface have a great dynamic and Toni said that she considered him to be like her musical husband but then retracted and said that he was more like her musical brother.
“Kissing You”-Faith Evans
Babyface said that it was easy working with Faith and that it just seemed natural although it was his first time working with her. Whitney approved, she thought Faith had talent.
“It Hurts Like Hell”-Aretha Franklin
Aretha made Babyface peach cobbler for their session and Babyface said that she always brought something when they worked together. She told him from the beginning that she was only willing to sing the song twice and like the queen diva that she was she did it all in 1 take. This song was what she delivered in 1 take…wow.
“Why Does It Hurt So Bad”-Whitney Houston
So Babyface said that Whitney didn’t know if she wanted to sing on the album or not. An interesting backstory on this song is that it was written before Babyface was put on the project. He gave the song to Whitney some years prior but she wasn’t feeling it. Clive Davis urged him to keep it for her and that she would come back to it…and she did.
“This Is How It Works”-TLC
Babyface like Jermaine Dupri and Dallas Austin mentioned that TLC is nothing but a good time in the studio. He says they know how to have fun and were a joy to be around. He wanted to get them on the album.
“My Love, Sweet Love”-Patti Labelle
This song is to highlight the relationship between Gloria and her son. Patti called Babyface “Face” as do many of his industry friends and said that working with him is as easy as singing in her kitchen. Ironically Sunday was also Patti’s birthday so happy belated birthday to Patti Labelle.
“Exhale (Shoop Shoop)”-Whitney Houston
This was the main song for the movie. The shoops were intended to just be fillers because Babyface hadn’t yet come up with a hook but he ended up keeping them because they felt good. Whitney teased him and told him that he finally ran out of words.
“Count On Me”-Whitney Houston, CeCe Winans
Whitney told Babyface that she wanted to write a song with him for the movie. She wanted it to embody sisterhood and being there for one another. They enlisted the help of CeCe Winans whom Babyface said is the most spiritual person he has ever met. He said Whitney saw CeCe like a sister. He ended the Live by thanking everyone and said that Whitney Houston is the greatest voice he’s ever heard.

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