Songs on the Waiting to Exhale Soundtrack, Ranked

Via 20th Century Fox

The Waiting to Exhale soundtrack was released 22 years ago today—so congrats on your year of legal drinking age, Exhale! I know 22 years isn’t a nice, rounded milestone in our arbitrary understanding of important anniversaries, but I did want to take the excuse to briefly reflect on a benchmark ’90s R&B album that I think has held up remarkably well.


The soundtrack assembled divas of all stripes—veterans like Aretha Franklin, Patti LaBelle, and Chaka Khan; contemporary hitmakers like Whitney Houston, Toni Braxton, and Mary J. Blige; youngins like Brandy and TLC. Like Forest Whitaker’s movie (based on Terry McMillan’s book), this album attempted to explore, explain, and celebrate black women’s experiences with specificity albeit without much conscious signaling of its political underpinnings. I wonder if the internet was then what it is today, whether the soundtrack to Waiting to Exhale would be been tweet-praised and think-pieced along the lines of something like Lemonade. At the time, it was surely successful, spawning five Top 10 singles on the Billboard Hot 100 and eventually being certified platinum seven times. But I don’t think its cultural significance was properly recognized at the time, as the dominant cultural voices writing about pop music tended to be white men who didn’t take R&B (much less R&B sung by women) seriously.

And then there’s also the issue that while Lemonade’s ostensible mastermind is Beyoncé, Waiting To Exhale’s was a man: Babyface wrote virtually every word on this album and produced all of its songs. It arrived during his commercial peak, his politely synth-heavy R&B with its hollow-sounding keyboards and thwacking rhythm sections were basically the sound of pop at the time. But this album to me sounds wholly collaborative given the way that almost everyone involved stepped to the plate and sang the shit out of these songs, making them their own.


Just for fun, I decided to rank the tracks of this sturdy classic, possibly my favorite R&B soundtrack in a decade full of them.

16. Sonja Marie, “And I Gave My Love to You”

Lite-jazz combined with spoken word makes me feel like I’m in some waiting room in the ’90s. There’s no other era’s waiting room I’d rather be in, but yeah, no.

15. TLC, “This How It Works”

A sluggish disappointment, but do keep in mind that by the time they got around to working this one, Babyface had a hand in crafting bonafide classics for this trio, including “Red Light Special,” “Diggin’ On You,” and “Baby-Baby-Baby.” Can’t really blame him for spreading the better songs around this time.


14. Shanna, “How Could You Call Her Baby”

Speaking of “Red Light Special,” this one repeats a lot of what was there musically in terms of tempo, chords, and arrangement (guitar at all), it’s just softened here—and what’s so special about “Red Light” is how hard it knocks for a Babyface production. This is nice, though.


13. For Real, “Love Will Be Waiting at Home”

For Real was a harmony-heavy quartet at a time that was teeming with such acts, but the group never managed more than a few minor hits. This song, as slow and sweet as syrup, is probably their biggest by virtue of association. Nothing to be mad at, whatsoever.


12. Chaka Khan, “My Funny Valentine”

Did we need another cover of “My Funny Valentine,” this time in slinky Babyface clothing? No! Will we take Chaka Khan singing “My Funny Valentine” however dressed up she sees fit? Yes!!!

11. Aretha Franklin, “It Hurts Like Hell”

Certainly not the catchiest of Babyface and Aretha’s collabs (that distinction goes to “Willing to Forgive”), but I love how miserable this is. Aretha’s voice is so sad, I feel like she’s dumping me when she’s singing about being dumped. A first-rate Aretha performance on a second-rate Babyface track is still pretty fucking spectacular.


10. Patti LaBelle, “My Love, Sweet Love”

This lullaby finds Patti in an ultra-affectionate mood not unlike that with which she imbued “Love, Need, and Want You.” I buy every syllable.


9. Whitney Houston, “Why Does It Hurt So Bad”

The weakest of Whitney’s three entries is still low-key classic. Special shoutout to the moment at 2:52 when Houston’s voice breaks and they left it in. I was always fascinated by that decision, though in retrospect it did portend the disintegration her voice had undergone by the end of her life. :(


8. Chanté Moore, “Wey U”

Chanté Moore is so damn underrated, she scatted over a whole fucking song that opened a major motion picture and yet no one has erected a statue in her likeness. Shame! “Wey U” has similar smooth-jazz tendencies as “And I Gave My Love to You,” but it’s slinkier, sexier, more skittery. And that whistle note!


7. Faith Evans, “Kissing You”

Utterly cinematic (it’s used rather literally in the film) but it’s Faith’s slightly rough-around-the-edges, key-threatening delivery that gives this one a delicious twist.


6. Whitney Houston & CeCe Winans, “Count On Me”

It’s a little... funny that this is the only song entirely focused on friendship in a movie examining the bonds within a group of black women, but this one is so sweet it threatens to overpower the batch all by itself. What saves the day is CeCe Winans’s rich alto and its interplay with the obviously perfect voice of her real friend Whitney.


5. Toni Braxton, “Let It Flow”

Toni gave you melodrama, sweeping love songs, thumping uptempos, but rarely did she serve something as chill as “Let It Flow,” which was clearly crafted to show off her range (her low notes here are jaw-dropping). The is for the cool in her.


4. SWV, “All Night Long”

It was never a single, but to me this is up there with SWV’s very best. They never sounded this relaxed, and I don’t think I’ve ever heard anyone sound so refined when pledging, “I will do you all night long,” as Coko does here. I never would have guessed that a collaboration with the relatively straight-laced traditionalist Babyface would yield something so perfectly suited for the most shamelessly sexual female new jack swing act. Magic.


3. Whitney Houston, “Exhale (Shoop Shoop)”

This Top 3 is basically a tie. I remember seeing an interview in which Whitney described this song’s opening lines (“Everyone falls in love sometimes / Sometimes it’s wrong, sometimes it’s right / For every win, someone must fail / But there comes a point when, when we exhale...”) as poetry. Okay, Whitney. And yet, this song became one of her signatures—so powerful was her voice and presence she could sell, “Shoop shoop shoop shoop” without sounding hokey. The bells (and this song’s November release date) make this one of those tracks that has nothing to do with Christmas while still sounding like a Christmas song. That’s appropriate, though, as this one’s a gift.


2. Brandy, “Sittin’ Up in My Room”

At last, a song that dares to ask, “How can one be down?” God do I love this track, Waiting to Exhale’s full-on foray into bubblegum. It’s wild, simply wild that Babyface found a way to work “Thank You (Falettinme Be Mice Elf Agin)” into a pop song (it’s replicated in this one’s bass line) without evoking “Rhythm Nation” (which was built around a sample of the Sly & the Family Stone song). Brandy is in top form here, swirling buttery low notes and chirping highs, giving the mostly grown collection a complementing bit of youthful energy.


1. Mary J. Blige, “Not Gon’ Cry”

Total classic. Hard, knocking beat. Mary at her rawest. Roger Troutman/Teddy Riley mechanized back-up vocals. The direct references to the Waiting to Exhale plot (“I was your lover and your secretary...” “Eleven years”) don’t distract but instead give this song a narrative specificity that R&B wasn’t big on at the time. The bigger-picture bridge (“I know there are no guarantees / In love you take your chances...”) where Mary’s voice soars is devastating. More precisely than any track on the album (including the theme-ish “Exhale (Shop Shoop)”), this comes closest to compressing the movie into a single song, and yet sits perfectly well on its own. The perfect soundtrack song, a perfect Mary song, a perfect Babyface collab.


Some Pig. Terrific. Radiant. Humble.

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I have a distinct memory of owning and loving this soundtrack, even though I was a 9-year-old white girl who had never seen the movie.

I have no idea how I got my hands on it.