Album Features
UPC:	078221879644
Format:	Cassette
Release Year:	1995
Record Label:	Arista
Genre:	Soundtracks

Track Listing
1. Exhale (Shoop Shoop) - Whitney Houston
2. Why Does It Hurt So Bad - Whitney Houston
3. Let It Flow - Toni Braxton
4. It Hurts Like Hell - Aretha Franklin
5. Sittin' Up in My Room - Brandy
6. This Is How It Works - TLC
7. Not Gon' Cry - Mary J. Blige
8. My Funny Valentine - Chaka Khan
9. And I Gave My Love to You - Sonja Marie
10. All Night Long - SWV
11. Wey U - Chanté Moore
12. My Love, Sweet Love - Patti LaBelle
13. Kissing You - Faith Evans
14. Love Will Be Waiting at Home - For Real
15. How Could You Call Her Baby - Shanna
16. Count on Me - Whitney Houston/CeCe Winans

Details
Playing Time:	73 min.
Producer:	Babyface
Distributor:	BMG (distributor)
Recording Type:	Studio
Recording Mode:	Stereo
SPAR Code:	n/a

Album Notes
Personnel includes: Babyface (guitar, piano, Wurlitzer, keyboards, synthesizer, Vocoder, drum programming, background vocals); Reggie Griffin (guitar, saxophone); Michael Thompson (guitar); Bruce Dukov, Clayton Haslop (violin); Bob Becker (viola); Larry Corbett (cello); Brandon Fields (saxophone); Greg Phillinganes, Alex Alessandroni, Patrice Rushen (piano); Nathan East (bass); Larry Bunker (timpani, percussion); Luis Conte, Paulinho Da Costa (percussion); Track Masters (drum programming); Kevon Edmonds, Melvin Edmonds, Marc Nelson, Debra Killings (background vocals).All songs written by Babyface except "This Is How It Works" (Babyface/Lisa Lopes), "And I Gave My Love To You" (Babyface/Sonja Marie), "Count On Me" (Babyface/Whitney Houston/Michael Houston) and "My Funny Valentine" (Richard Rodgers/Lorenz Hart)."Exhale (Shoop Shoop)," written by Babyface, won a 1997 Grammy Award for Best R&B Song.WAITING TO EXHALE was nominated for 10 additional Grammys. The album was nominated for Album Of The Year, and "Exhale (Shoop Shoop)" was also nominated for Song Of The Year and Best Song Written Specifically For A Motion Picture Or For Television."Sittin' Up In My Room," another Babyface composition, was also nominated for Best R&B Song. "It Hurts Like Hell," also by Babyface, and "Count On Me," by Babyface, Michael Houston and Whitney Houston, were also nominated for Best Song Written Specifically For A Motion Picture Or For Television.Whitney Houston & CeCe Winans' performance of "Count On Me" was nominated for Best Pop Collaboration With Vocals. "Not Gon' Cry" (Mary J. Blige), "Sittin' Up In My Room" (Brandy) and "Exhale (Shoop Shoop)" (Whitney Houston) were all nominated for Best Female R&B Vocal Performance.Just as the film version of Terry McMillan's novel WAITING TO EXHALE explores the relationship between four African-American women, the Kenneth "Babyface" Edmonds-produced soundtrack features only the female rulers of the Black Music charts. As a unified collection, it allows the ladies to state their case to the world (albeit on the strength of mostly Babyface-penned songs). It also gives hip-hop-soul princesses (SWV, Faith Evans, Brandy) a chance to rub shoulders with soul music's reigning queens (Aretha Franklin, Patti LaBelle, Toni Braxton), and represents the passing of the torch from the old school to the new school artists.At the forefront of WAITING TO EXHALE are two tracks by Whitney Houston, who also stars in the film. The gentle "Exhale (Shoop Shoop)" plays like an early-'60s girl-group ballad, but carries the instrumental trappings of modern soul, with Houston softly articulating on the inner answers of the heart's self-generating questions. Though she finds herself asking these very same questions on "Why Does It Hurt So Bad," she's nowhere near as underspoken. As the background vocals drive the ballad towards a forceful crescendo, Whitney steps into the light, delivering escalated vocal swoops and between-line asides, firmly proving her stature as the genre's top diva.Houston is not WAITING TO EXHALE's only attraction. Chaka Khan's relaxed reading of "My Funny Valentine" does more to realign the funkateer with classic pop singers than it does to funkify the Rodgers and Hart standard. Mary J. Blige sounds downright mellow on "Not Gon' Cry," a modern blues dirge. And leave it to TLC to provide the collection with its rump-shaking moment. "This Is How It Works" grooves on an Arabic synthesizer line and a Lisa "Left Eye" Lopes rap that clearly spells out the title's sexual innuendo, adding a single moan to the soundtrack's many exhaled sighs.Personnel: Patti LaBelle, Shanna, TLC, Whitney Houston, Chaka Khan, Chanté Moore (vocals, background vocals); SWV, Faith Evans, For Real, Mary J. Blige, Aretha Franklin, Sonja Marie, Toni Braxton, Brandy, CeCe Winans (vocals); Babyface (guitar, Wurlitzer organ, keyboards, synthesizer, vocoder, background vocals); Michael Thompson , Reggie Griffin (guitar); ...

Editorial Reviews
Included on Jon Pareles' and Stephen Holden's list of the Top 10 Albums of `95 - Kenneth (Babyface) Edmonds gathers most of the sultriest female singers in current rhythm-and-blues... and matches them with his own tender, gently pulsating songs...
New York Times

...this is a Babyface album. Not only did he write all the new songs, but it's his empathy and melodic gift that sets the stage for these performances...
Musician (19960301)

...the album goes down easy, just as you'd expect from a package framed by Whitney Houston tracks....the soundtrack waits to exhale, hovering in sensuous suspense. - Rating: B
Entertainment Weekly (19951201)

Ranked #88 in EW's 100 Best Movie Soundtracks
Entertainment Weekly (20011012)

Ranked #16 on Spin's list of the '20 Best Albums of '96.'
Spin (19970101)