1995 Soundtrack – Waiting To Exhale

Waiting To Exhale: Original Soundtrack Album is a soundtrack for the film of the same name, released on November 14, 1995 by Arista Records. Written and produced by Babyface, the soundtrack features appearances by some of the biggest names in the industry, including Whitney Houston, Toni Braxton, TLC, Brandy, Aretha Franklin, Chaka Khan, Faith Evans, Patti LaBelle, SWV and Mary J. Blige. The album remained at number one on the US Billboard 200 album chart for five weeks and Top R&B Albums chart for ten weeks, going 7× platinum, on September 4, 1996. It spawned two number-one hits on the US Billboard Hot 100 chart; “Exhale (Shoop Shoop)” and “Let It Flow”, and three top-ten hits, “Sittin’ Up in My Room”, “Not Gon’ Cry” and “Count on Me”. “Exhale (Shoop Shoop)”, “Let It Flow” and “Not Gon’ Cry” also topped the R&B hits chart. All songs were written and produced by Babyface, except for “My Funny Valentine”. The album also includes songs by lesser-known artists like Shanna and Sonja Marie.

The album received a total of eleven Grammy nominations in 1997, including Album of the Year and Song of the Year for “Exhale (Shoop Shoop)”. Three songs were nominated for Best Female R&B Vocal Performance. It won the Grammy for Best R&B Song for “Exhale (Shoop Shoop),” written by Babyface. The soundtrack has sold over twelve million copies worldwide.

Tracks

1  Exhale (Shoop Shoop) (BabyFace) 03:23
Why Does It Hurt So Bad (BabyFace) 04:38
3  Let It Flow (BabyFace) 04:27
4  It Hurts Like Hell (BabyFace) 04:19
Sittin’ Up In My Room (BabyFace) 04:51
6  This Is How It Works (BabyFace; Lisa Lopes) 05:01
7  Not Gon’ Cry (BabyFace) 04:58
8  My Funny Valentine (Richard Rodgers; Lorenz Hart) 04:06
9  And I Gave My Love To You (BabyFace; Sonja Marie) 04:48
10  All Night Long (BabyFace) 04:31
11  Wey U (BabyFace) 04:31
12  My Love, Sweet Love (BabyFace) 04:23
13  Kissing You (BabyFace) 03:23
14  Love Will Be Waiting At Home (BabyFace) 05:59
15  How Could You Call Her Baby (BabyFace) 05:09
16  Count On Me (BabyFace; Michael Houston; Whitney Houston) 04:27

Musicians

1 Exhale (Shoop Shoop)

GuitarBabyFace
KeyboardsBabyFace
SynthesizerBabyFace
CelloLarry Corbett
ViolaRobert Becker
ViolinBruce Dukov
ViolinClayton Haslop
Background VocalsBabyFace
VocalsWhitney Houston


2 Why Does It Hurt So Bad

BassNathan East
GuitarBabyFace
KeyboardsBabyFace
PianoGreg Phillinganes
SynthesizerBabyFace
PercussionLuis Conte
Background VocalsBabyFace
Background VocalsKevon Edmonds
Background VocalsMarc Nelson
VocalsWhitney Houston


3 Let It Flow

GuitarReggie Griffin
GuitarBabyFace
KeyboardsBabyFace
SynthesizerBabyFace
VocalsToni Braxton


4 It Hurts Like Hell

BassNathan East
KeyboardsBabyFace
SynthesizerBabyFace
Background VocalsChante Moore
Background VocalsKevon Edmonds
Background VocalsMelvin Edmonds
VocalsAretha Franklin


5 Sittin’ Up In My Room

Drums (programming)BabyFace
GuitarMichael Thompson
SynthesizerBabyFace
WurlitzerBabyFace
VocalsBrandy Rayana Norwood


6 This Is How It Works

BassNathan East
KeyboardsBabyFace
SynthesizerBabyFace
Background VocalsDebra Killings
VocalsTLC


7 Not Gon’ Cry

GuitarReggie Griffin
GuitarBabyFace
PianoBabyFace
SynthesizerBabyFace
VocoderBabyFace
WurlitzerBabyFace
VocalsMary J Blige


8 My Funny Valentine

KeyboardsBabyFace
PianoAlex Allesandroni
SynthesizerBabyFace
Background VocalsBabyFace
VocalsChaka Khan


9 And I Gave My Love To You

GuitarMichael Thompson
GuitarBabyFace
KeyboardsBabyFace
SynthesizerBabyFace
Background VocalsBabyFace
Background VocalsChante Moore
VocalsSonja Marie


10 All Night Long

GuitarReggie Griffin
KeyboardsBabyFace
SynthesizerBabyFace
VocalsSWV


11 Wey U

KeyboardsBabyFace
SynthesizerBabyFace
SaxReggie Griffin
VocalsChante Moore


12 My Love, Sweet Love

BassNathan East
GuitarMichael Thompson
KeyboardsBabyFace
PianoAlex Allesandroni
SynthesizerBabyFace
PercussionLuis Conte
Background VocalsBabyFace
VocalsPatti LaBelle


13 Kissing You

GuitarMichael Thompson
KeyboardsBabyFace
PianoAlex Allesandroni
SynthesizerBabyFace
VocalsFaith Evans


14 Love Will Be Waiting At Home

BassNathan East
GuitarMichael Thompson
KeyboardsBabyFace
PianoAlex Allesandroni
SynthesizerBabyFace
VocalsFor Real


15 How Could You Call Her Baby

GuitarReggie Griffin
KeyboardsBabyFace
SynthesizerBabyFace
VocalsShanna


16 Count On Me

BassNathan East
GuitarMichael Thompson
KeyboardsBabyFace
PianoAlex Allesandroni
SynthesizerBabyFace
SaxBrandon Fields
PercussionLarry Bunker
Background VocalsChante Moore
VocalsCeCe Winans
VocalsWhitney Houston

Liner Notes

Producer – Babyface
Arranged By (Strings) – Jeremy Lubbock (Tracks 1, 4, 8, 12, 16)
Arranged By (Strings) – William Ross (Tracks 2)
Conductor (Strings) – Jeremy Lubbock (Tracks 1, 4, 8, 12, 16)
Conductor (Strings) – William Ross (Tracks 2)
Engineer – Brad Gilderman
Engineer (Assistant) – Andrew Garber, Chad Bamford, Glen Marchese, James Saez, Jin Choi, John Aguto, Kyle Bess, Larry Schalit, Michael Reiter, Michael White (4), Mike Baumgartner, Paul Boutin, Robbes Steiglitz
Engineer (Strings) – David Reitzas (Tracks 1, 4, 8, 12, 16)
Engineer (Strings) – Dan Wallin (Tracks 2)
Mastered By – Eddy Schreyer
Mixed By – Bob Brockmann (Tracks 5, 6, 7)
Mixed By – Brad Gilderman (Tracks 14, 15)

Art Direction – Christopher Stern
Design – Anthony Harrison
Photography By – Nicola Goode, Randee St. Nicholas

Mastered At Future Disc
Mixed At Record Plant, Los Angeles
Recorded At The Tracken Place
Recorded At The Hit Factory
Recorded At Crossway Studios
Recorded At A&M Studios
Recorded At Record Plant, Los Angeles
Recorded At Abbey Road Studios
Phonographic Copyright (p) Arista Records, Inc
Copyright (c) Arista Records, Inc