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Waiting To Exhale CD 1 of 1
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Learn more about Waiting To Exhale:

Format: CD
Sku: 60133620
UPC: 078221879620
UPC 14: 00078221879620
Release Date: 11/14/1995
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Song Listing

Disc 1
Song Title
1. Exhale (Shoop Shoop) - Whitney Houston ~ Original Soundtrack
2. Why Does It Hurt So Bad - Whitney Houston ~ Original Soundtrack
3. Let It Flow - Toni Braxton ~ Original Soundtrack
4. It Hurts Like Hell - Aretha Franklin ~ Original Soundtrack
5. Sittin' Up In My Room - Brandy ~ Original Soundtrack
6. This Is How It Works - TLC ~ Original Soundtrack
7. Not Gon' Cry - Mary J. Blige ~ Original Soundtrack
8. My Funny Valentine - Chaka Khan ~ Original Soundtrack
9. And I Gave My Love To You - Sonja Marie ~ Original Soundtrack
10. All Night Long - SWV ~ Original Soundtrack
11. Wey U - Chante Moore ~ Original Soundtrack
12. My Love, Sweet Love - Patti LaBelle ~ Original Soundtrack
13. Kissing You - Faith Evans ~ Original Soundtrack
14. Love Will Be Waiting At Home - For Real ~ Original Soundtrack
15. How Could You Call Her Baby - Shanna ~ Original Soundtrack
16. Count On Me - Whitney Houston/CeCe Winans ~ Original Soundtrack
Whitney’s next movie, Waiting To Exhale, was released in December 1995. This critically acclaimed film, in which she starred with Angela Bassett, Loretta Devine and Lela Rochon, went on to gross over 70 million dollars at the box office. The soundtrack for Waiting To Exhale was co-produced by Houston and featured three new tracks from Whitney: "Exhale (Shoop Shoop)"; "Count On Me" (a duet with CeCe Winans), co-written by Whitney and Babyface; and "Why Does It Hurt So Bad." The album quickly hit #1 and has sold more than 10 million copies worldwide to date.

Album Notes and Credits

Notes & Personnel Info
Muze PNote 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).
Muze PNote 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).
Muze PNote "Exhale (Shoop Shoop)," written by Babyface, won a 1997 Grammy Award for Best R&B Song.
Muze PNote 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.
Muze PNote "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.
Muze PNote 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.
Muze PNote 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.
Muze PNote 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.
Muze PNote 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.
Muze PNote Personnel: Patti LaBelle, Shanna, TLC, Whitney Houston, Chaka Khan, Chant? 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); Bruce Dukov, Clayton Haslop (violin); Bob Becker (viola); Larry Corbett (cello); Brandon Fields (saxophone); Greg Phillinganes, Alex Alessandroni (piano); Larry Bunker (timpani, percussion); Luis Conte, Paulinho Da Costa (percussion); Debra Killings, Kevin Edmonds, Marc Nelson, Melvin Edmonds (background vocals).
Muze PNote Audio Mixers: Bob Brockmann; Jon Gass; Brad Gilderman.
Muze PNote Recording information: A & M Recording Studio; Crossway Studios, Mendham, NJ; Hit Factory, New York, NY; Tracken Place, Beverly Hill, CA.
Muze PNote Unknown Contributor Role: Solombra Tucker.
Muze PNote Mega-producer Kenneth "Babyface" Edmonds assembled quite a cast for this critically acclaimed soundtrack (and movie). The phenomenal Whitney Houston leads a mostly all-star cast of artists. Houston is featured on three of the 16 selections including the "Exhale (Shoop Shoop)," which crested at the number spot on the Billboard R&B charts for eight consecutive weeks and one week at number one on the pop charts. The dynamic vocalist sails through the emotional "Why Does It Hurt So Bad." She teams with Cece Winans on the inspirational duet "Count on Me," and both accomplished singers raise all hopes with their comforting vocals.
Muze PNote With a Sly Stone twist, Babyface concocts a laid-back funk groove for the single "Sittin' up in My Room," which features the humble vocals of Brandy. Though the song does not allow her to unwind with her higher notes, it does, however, reveal her lower octaves. The single reached number two on both the Billboard R&B and pop charts. "Not Goin' Cry" features the eccentric Mary J. Blige lamenting a lyric that became an anthem for many women. Rising star Faith Evans delivers a cynical lyric with her adulating vocals.This album also includes three stellar selections by three divas: Aretha Franklin, Patti LaBelle, and Chaka Khan. Their voices just defy time by soaring to admirable feats. The lesser-known acts (Sonja Marie, For Real, and Shanna) impart excellent performances on this outstanding all-female set. ~ Craig Lytle

Producer: Babyface

Engineer: Dan Wallin; David Reitzas; Brad Gilderman

Associated Artists and Works

California Dreams
Original Soundtrack

Technical Info

Music Release Date Release Date : 11/14/1995
Music Original Release Date Original Release Date : 1995
Music CatalogId Catalog ID : 18796
Music Label Name Label : Arista
Music Number of Discs Number of Discs : 1
Music Studio or Live Studio/Live : Studio
Music Mono or Stereo Mono/Stereo : Stereo
Music SPAR code SPAR Code : n/a
Music UPC UPC : 00078221879620

Professional Reviews

Spin (1/97, p.59)
- Ranked #16 on Spin's list of the '20 Best Albums of '96.'

Entertainment Weekly (10/12/01, p.43)
- Ranked #88 in EW's "100 Best Movie Soundtracks"

Entertainment Weekly (12/1/95, p.73)
- "...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

Musician (3/96, p.92)
- "...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..."

New York Times (Publisher)
(1/6/96, p.C16)
- 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..."

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