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In 1995, Forest Whitaker brought Terry McMillan’s legendary book, Waiting to Exhale to the big screen. The story follows the lives of four Black women living in Scottsdale, Arizona.

Savannah (Whitney Houston), is a successful television producer who moves to Arizona from Denver. After being frustrated by her dating life, she begins seeing an old flame. Meanwhile, Bernadine (Angela Bassett), is reeling from the breakdown of her 11-year marriage. Gloria (Loretta Devine) wants to find love but doesn’t feel that it’s possible for her anymore. Finally, Robin (Lela Rochon) is in an on-again, off-again relationship with her married boyfriend.

Bringing the film to life meant that for the first time, successful modern-day Black women could see their lives in three-dimensions on-screen. However, the film’s soundtrack was just as important as the movie. Written and produced by Kenneth “Babyface” Edmonds, the legendary producer almost didn’t get to create the album.

Babyface wasn’t sure he could do the ‘Waiting to Exhale’ soundtrack

Knowing that Whitney Houston was attached to the film, following the smash success of The Bodyguard, Babyface was uncertain about taking on the soundtrack, especially when Whitaker asked him to do the score for the film as well.

“That was new territory for me, so I was very nervous,” he told Billboard in 2015. “But [Forest] said, ‘You can do it, I’ll help you get through it and we can make it happen.’ I had a huge responsibility on my shoulders because Waiting to Exhale, the book, was huge, and so the film was very important. And then, this was Whitney. I was taking it in, but I kind of wasn’t all the way there when it was happening.”

Whitney Houston didn’t want to sing on the ‘Waiting to Exhale’ soundtrack

Coming off of the monumental success of The Bodyguard, Houston was unsure if she wanted to tackle another soundtrack with Waiting to Exhale.

“Whitney Houston originally came to me and said, ‘Face, I don’t even know if I’m going to sing on this album, but if I do, I get to pick who dos and the don’t,'” Babyface shared on Instagram.

Houston did eventually decide to sing on the album, but she also decided that she wanted to have several women join her, making Waiting to Exhale, the first female-only soundtrack.

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Quincy Jones gave Babyface the opportunity to create the ‘Waiting Exhale’ soundtrack

Though Babyface got a call from Whitaker asking him to create the score and soundtrack for Waiting to Exhale, he came highly recommended by someone else in the music industry.

“I found out just recently, that one of the people that were responsible for me getting this gig in the first place was because Forest Whitaker actually went to talk to Quincy Jones about this project,” Babyface said on his Instagram Live. “I don’t know if Quincy turned it down or if he said that he was too busy, but what Quincy did was he told [Forest] to see me. And it’s amazing, I just found out about that last week. But, I’ll take Quincy Jones’ leftovers any day. “

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