Babyface Remembers 'Waiting to Exhale' Soundtrack 20 Years Later: Exclusive Q&A

Whitney Houston and Kenneth "Babyface" Edmonds
Charles Sykes/Rex

Whitney Houston and Kenneth "Babyface" Edmonds attend the "Waiting to Exhale" soundtrack launch in New York in 1995. 

The songwriter and producer chronicles his hit soundtrack, 20 years after its Nov. 14, 1995 debut.

In 1995, Whitney Houston, tackling her first project since The Bodyguard elevated her to global superstardom, deviated from the planned script. Instead of releasing another likely mega-platinum studio album, the singer turned her attention back to film, settling into the steadfast sisterhood of Waiting to Exhale, a film adaptation of Terry McMillan’s best-selling 1992 novel.

Then 32, Houston was cruising at the pinnacle of her career. The year before, the enormous success of The Bodyguard had finally cooled after an 18-month onslaught that took radio, charts and sales worldwide by storm. In its wake, the soundtrack commanded 20 weeks at No. 1 on the Billboard 200, its “I Will Always Love You” set new sales records and enjoyed a then-record 14 weeks at No. 1 on the Billboard Hot 100, and packed Houston’s trophy shelf to the brim, bringing 11 Billboard Music Awards, 8 American Music Awards, three Grammys, and a host of other honors from each corner of the globe.

Unlike The Bodyguard, whose plot – both in the film and in real life - revolved entirely around Houston, Exhale became a collaboration. Houston stars as one of four friends (the others played by Angela Bassett, Loretta Devine and Lela Rochon) in the film, and the soundtrack didn’t morph into The Whitney Houston Show. While Houston was heavily involved in the music, the role of main architect fell to Kenneth “Babyface” Edmonds, the hit songwriter and producer who had combed No. 1 hits for Houston, Boyz II Men and Madonna, all while carving out his own successful singing career.

Under his guidance, the soundtrack excelled on the strength of its female protagonists. Edmonds’ 16-song collection encompassed a who’s who roster of the great female R&B voices, uniting legends (Aretha Franklin, Patti LaBelle and Chaka Khan) with divas of the present (Houston, Mary J. Blige, Toni Braxton) and emerging future stars (Brandy.)

For the soundtrack’s 20th anniversary on November 14, Billboard spoke with Babyface to detail the work’s genesis and ensuing success. Read on to see Babyface’s take on the album’s legacy, and even how Bruce Springsteen inspired Whitney Houston’s final No. 1 hit.

How did you create ‘Exhale?’ Famously, you and Whitney have both said the famous “shoop” chorus came about because ran out of words to fill the hook with.

I remember, it was the year before, and I was watching Bruce Springsteen and “Streets of Philadelphia.” There was this slow song, with this hauntingness to it. And I remember thinking, ‘It would be great if Whitney had a haunting kind of song.’ But I didn’t know what lyric to do. Every time I tried to write any kind of lyric to it – it felt like it was getting in the way. So, ultimately, because I couldn’t think of any words, I was just kind of ‘shoop shooping’ and then the shoops started to make sense to me.”

Well, it got you a No. 1 hit. You couldn’t know at the time, but “Exhale” became Whitney’s last No. 1. Looking back, does that make the song any more special for you when you hear it today?

I actually didn’t know that history (laughs), so wow, but it certainly makes the experience more special. You know, I was just so nervous putting it all together and making sure that everyone was happy with the songs they got, and Forest [Whitaker] was happy with the music he got, and Clive [Davis] was okay with it. I wasn’t in any mode to trying to pat my back on anything.

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.

Going into the album, you’d already had so many hits – so what about this project made it this new challenge?

I got a call from Forest Whitaker, who sat down with me and asked me what I thought about doing music – not just writing music but scoring. That was new territory for me, so I was very nervous. But he said, ‘You can do it, I’ll help you get through it and we can make it happen.’

With Whitney, the idea to sit..and come up with what the music was going to be, Whitney had just come off The Bodyguard, so I thought '…ok, this is going to be rough.’ I thought it would be great – since it was an all-female [lead] cast, why don’t we make it an all-female cast for the album? Whitney was down for the female artist thing, but she said, ‘yeah, I get the last say-so of who will actually be a part of it.’

Then, Forest had to approve everything, as the director of the film. When he approved the basic track and feel, I wrote the song. After that, I’d show Whitney what lane we’re going down. It was kind of a long process and a different process. First Forest, then the studio, and whatever was going on the album had to have Clive Davis and Whitney approve that. So there were a lot of cooks in the kitchen.

You’d worked with Whitney before on I’m Your Baby Tonight. How was she different – professionally and emotionally – in the five years since?

By the time we got to Exhale, we had become friends. Me, and L.A [Reid] and Pebbs [Pebbles] – we would hang out with her some times. I remember one time I performed on Arsenio Hall, and she was there at the show – she just came to hang out. Even when she did Bodyguard, we did “Queen of the Night” with her. So when it came to Exhale, it was like working with my sister. It wasn’t the scare of working with “the Whitney Houston." It was just fun working with my sister – my very talented sister. In that sense, it was a calming thing – so it didn’t feel quite as overwhelming being in the studio and knowing that I also didn’t have to do a full album of just Whitney.

And out of that, we got a number-one record with Mary J. [Blige] and another huge hit with Brandy as well. Being able to work with Aretha Franklin and Patti LaBelle, it was great to just actually put that music together. While it was happening, I didn’t know how big it was. I just thought of having to fill up a scene and having to put a song in it.

The soundtrack has several R&B legends, and newcomers who would make their mark. How did you manage working with so many heavyweights on one album?

You have to think of each artist and what they’re going to be happy with, because you can hand someone a song and they won’t like it. So, for example, with “My Funny Valentine,” that was the first time I had to go down and be a little bit more jazzy. And I had to do it myself –I’m not a big keyboard player, but I went and studied older versions and worked hard to make sure I did it myself. And Chaka [Khan] loved it.

Then to be in the studio with Aretha for 'It Hurts Like Hell." To this day, when I hear that, that's one of my favorite songs. She's just killin' it. It's a blessing to have just been a part of it.

Certainly, it must have been hard work getting an important album together. But at what point are you able to sit back and enjoy the music you’ve created – the songs we are still talking about 20 years later?

I don't think it's really happened until now. We just did it at the Soul Train Awards, and I got the legend award. We went through a medley of songs and started off with “Can We Talk,” with Tevin Campbell. Brandy came on and did “Sittin Up in My Room.” Then Fantasia sang “Exhale,” which was amazing. She is clearly one of the best that has ever been. Her way of being able to take a song, no matter who sings it, and make it hers -- I put her in the list with the divas, one of the great divas for me.

When she was singing “Exhale,” there was this picture of Whitney above it. And so I felt like Whitney was there with us, and I know that Whitney would be so proud of Fantasia, because the one thing Whitney did love - a good singer. She wasn't a hater. If you could sing, she was like "I'm right with you." But you had to be able to sing. You had to be real. You had to go through it yourself. And Fantasia did that completely.

I’m also very proud of Brandy. She knocked it out of the park. I put her on the same level with everyone else. She is one of those special voices that don't come around that often. Some people can sing, and they can sing sing, but Brandy can not only sing sing, but she has a voice and a tone that is unlike any other.

So you think of it more that way when you look back at it as a thing. Many times when you're going through it, at least as a writer/producer, your job is to write and produce and you go on to the next. You don't stop and smell the roses at the time, cause you're still planning more feats, so you forget to enjoy it at the time. I'm trying to do more of that now, just stop and enjoy.

With the soundtrack, which came first – the artists or the songs?

I initially figured out -- every song was written to the actual film. When I looked at the clips, I had to write what I kind of heard at that point. Depending on what it was, I figured out which artist it makes sense for at that point. The songs are directly written to film, and I tailored it to the artist that I thought it would suit best.   

If you had to pull together another super-group for the soundtrack today, who’d make the cut?

I won't just make a total list, cause I wouldn't want to leave certain people out. No question that Brandy would still be on that list, and Fantasia would be on that list. Toni Braxton would still be on that list. My thing is there are voices that are important and voices that matter. They speak to your soul. So Mary J. would be there. Aretha would be back. It’s not about how hot you are, whether you're trending, whether you're not the new hot one right now. It's whether or not you have a voice that can actually speak to people and tell the story and make people -- touch them in whatever way it is you're trying to touch them.

You’ve given Fantasia in particular a lot of praise.

She will find her hits and will find the story that she needs to tell. She's just that great. When you have that kind of greatness, it comes to you at some point. I wouldn't count her out. She won't just be the awards show singer that we remember. I think her day will come. I still believe that.

R&B, though, is having a tough moment across the board. As one of the hitmakers from the huge R&B era of the 90’s and 2000s, what do you think needs to happen for R&B to get back to that place?

People just have to start embracing R&B again and embracing R&B artists. With all the urban contemporary and urban stations that exist, the more that they play R&B music - no matter what it is - it will find its way back. R&B is the one thing that has influenced every kind of music. Every artist that's there is, from those that are sung the most to Adele - you know she was so influenced by so many R&B artists and soul music – it’s clear in her writing that that's where it comes from.

We have a sense of it still. It still lives. It's just a matter of radio still supporting it and people getting behind it at some point.