The 1995 Waiting to Exhale soundtrack sits at the intersection of Black film history, R&B's commercial peak, and one producer's singular creative vision. DJ Sir Daniel and Jay Ray break down how Babyface, operating at the height of his solo production era after parting ways creatively with L.A. Reid, conceived and executed an all-women soundtrack that functioned both as a companion to Terry McMillan's source material and as a standalone statement about Black women in music. From Whitney Houston stepping fully into her acting career post-The Bodyguard to the deliberate curation of artists across Arista, LaFace, and the wider Atlanta R&B ecosystem, this episode examines why the roster looked the way it did — and what the notable absences of Mariah Carey, Monica, Anita Baker, and En Vogue reveal about the industry politics of the moment.

Topics Discussed:

• How Babyface and Whitney Houston hand-selected the all-women roster — and why the Arista/Atlanta network determined who made the cut
• The omissions: why Monica was too new, why Mariah Carey's Sony deal likely kept her off, and what En Vogue's internal situation had to do with it
• Babyface as a songwriter in 1995 — how he channeled the voice of each individual artist, from a teenage Brandy to TLC to Whitney, across a single project
• DJ Sir Daniel and Jay Ray build their own 2027 version of the soundtrack, with picks including Muni Long, Jazmine Sullivan, Doechii, Meg Thee Stallion, and a reunited Destiny's Child

Chapter Markers:

00:00 Intro Theme

00:16 Intro & The 1995 Renaissance of Black Soundtracks

02:05 Discussing The Film, Forest Whitaker, the Ensemble Cast & Terry McMillan

05:16 Whitney Houston's Moment From Bodyguard to Waiting to Exhale

06:37 Transition

06:43 The Soundtrack Roster Who Made the Cut & How

08:19 How Babyface & Whitney Selected the Artists

10:08 Discussing the Omissions and Why Some May Not Have Made the Cut

13:36 Transition

13:43 On Babyface and Writing in the Voice of Black Women

16:14 The Year Babyface Went Solo & L.A. Reid Stepped Back

17:27 Whitney's Doubt About "Exhale (Shoop Shoop)" & the Power of Simplicity

19:30 Transition

19:36 Queue Points Builds Their Own Soundtrack Featuring Contemporary Artists

22:15 The Sequel That Never Was & Favorite Moments from the Film

24:10 Closing

25:18 Outro Theme

Black Music Month 2026

Queue Points is part of Donwill's Black Music Month Podcast Mixtape. Donwill is the host of, the Okayplayer-produced, The Almanac of Rap podcast.

Listen to the playlist: https://qpnt.net/dwmixtape

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#WaitingToExhale #WhitneyHouston #Babyface #90sRnB #BlackMusicHistory

Greetings, and welcome to another episode of Queue Points podcast.

I am DJ Sir Daniel.

And my name is Jay Ray, sometimes known by my government

as Johnnie Ray Kornegay III.

What's happening, people?

Jay Ray, I have been looking forward to this moment

of respite with you- Yeah … and speaking with the audience because

I think this is a really fun topic.

We always here at Queue Points salute the ladies, and we love having discussions

about the women and, um, things that they've done in this industry- Mm-hmm

… in this thing we call Black music history.

this episode, we are talking about one of probably one of the most groundbreaking

soundtracks to have ever come forth, and featuring only nothing but the top-notch

women of the industry at that time.

Yep.

Ladies and gentlemen, we are discussing the Waiting to

Exhale soundtrack on this episode.

So what we wanna know right off the bat, what is your absolute favorite song

on the Waiting to Exhale soundtrack?

But I wanna underscore something that you said, Sir Daniel, because it is

absolutely true because in 1995 when this soundtrack was released, one, I think

this is like the renaissance- Mm-hmm

of Black movie soundtrack era.

There was just so many classic soundtracks, and this one being incredibly

unique as it was just all women on it.

And so many different flavors of Black women were on this joint too.

But all, you know, written and composed by one person.

Absolutely.

So let's, let's give it up to the movie Waiting to Exhale it

was directed by Forest Whitaker.

Yep.

Right?

Mm-hmm.

Um, and it had like the lead cast- Yeah … at that time

was, I mean, just creme de la creme.

You had Loretta Devine.

Boom.

Lela Rochon.

Boom.

Angela Bassett.

Boom.

And none other than the incomparable Whitney Houston.

That is a power ensemble cast right there, and we haven't even talked

about the pe- the supporting cast, which was- Just as bomb as well, right?

All of the fellas that was in there.

Of course we, you know, shout out to Gregory Hines and just

all of the men that were in it.

Two things real quick, Sir Daniel.

Mm-hmm.

I just thought about this as I was getting ready for this show.

The other thing I really like about Waiting to Exhale the

film is it feels very sepia.

You know what I mean?

Like it's a very

Yes.

Everybody had that warm orange glow to them.

Right.

The whole film.

So I love, I love that.

Um, and the fact that yes You got this powerhouse Black ensemble

of women, you know what I'm saying, leading this film- Mm-hmm

who had just different level … All of these women did different kinds of

movies, like- Yes … um, and so their, their range was really different.

So watching it all kind of come together, and I don't remember a lot.

I didn't research a lot about the news leading up to the release of the film.

But I will say I remember seeing this in the theater and feeling

like they were really friends.

I remember there was, the rollout was incredible.

Mm-hmm.

I do remember that.

The rollout was incredible because all four of them appeared on the Oprah show.

I remember that.

Which was, at that time, that was like if you weren't booked on

Oprah- … to, to, um, to push your, your latest project- Like famous

what are you doing?

Right.

Like- If you're not, if you're not on Oprah, it's not gonna do well.

Yes.

So everybody had to be on Oprah, and Oprah had all the ladies

on there all at the same time.

And we would be remiss to have this discussion without mentioning

Terry McMillan- We can't.

We need to … the writer of Waiting to Exhale, along with her series of books.

Because the reason why the soundtrack was so impactful was because Terry

McMillan, as an author, tapped into something very visceral in Black women.

She, she spoke to Black women like nobody else was speaking

to them- Mm-hmm … at the time.

Yeah.

Her books were flying off the shelf, and I think this was the one book

that everybody could envision as a movie.

Yes.

And the fact that it came to fruition and became a

movie was like a dream come true for Black women across the world.

This was their, they were all wai- literally waiting- … to exhale.

So, and, and we were talking about the ensemble cast.

I, I- Mm-hmm … and let's just be for real.

Waiting to Exhale literally was gonna, is supposed to be

Whitney Houston's big moment.

Yeah.

So, like, she's, um, this wasn't her first.

No, she, she was, she was the writer for The Bodyguard.

No, The Body, this is

after

The

Bodyguard.

So Whitney Houston is huge.

So, yeah.

Huge.

I Will Always Love You had already happened.

So Whitney Houston at this point in her career is, like, an actor now, right?

Mm-hmm.

So, um, in fact, music had pretty much taken a backseat to all the other stuff.

One, she had got married.

Two, she had had Bobbi Kris.

Yes.

Three, she was, like, doing a lot of acting.

So at this point, um, this was a big deal for her.

Uh, but the, I, I will say what's different about this, though- She's now

acting next to seasoned Black actors.

Like these women that she's- Yes.

Angela Bassett had just come off her Oscar nom for, uh- Mm-hmm

… What's Love Got to Do with It?

This was a big, big deal.

Major, major deal.

And what I did love about it is that they all embraced her.

Mm-hmm.

Like you have Loretta Devine, who is, who is probably the,

the most seasoned out of all of them.

Yep.

And I mean is, uh, is a triple threat in herself.

Singer- Mm-hmm … actress, dance, all of that good stuff.

And they all embraced Whitney.

let's run down the list of who's- Mm … actually featured on this- Yes … album.

Because the, a- and let's talk about how they got on the album.

Because

so, um- I feel like that's gonna come up.

That's definitely gonna come up.

So we've got TLC.

Yes.

The Toni Braxton.

Who-

Brandy

… Jay Ray: by the way, and so this is interesting because Toni Braxton

is becoming a huge star right now.

Yes.

So she's still new, but y- she's becoming this huge star, so

this is a moment too for Toni.

So we got Toni Braxton.

Mm-hmm.

Uh, where was I?

Brandy.

Of course.

Aretha Franklin.

Chaka Khan.

Mm-hmm.

Faith Evans, Patti LaBelle, SWV, Mary J. Blige.

Chanté Moore, For Real.

F- For Real.

We, you know- For Real … we gotta give For Real some respect.

Um- Listen … Shanna

Um, Cece Winans-

Yes

… Sir Daniel: and Sonia Marie, who was a very talented poet

here in the Atlanta area.

Absolutely.

Like, this was so major for her to be on that soundtrack.

Yeah.

So she was a name.

It's so interesting because, um, she was a name that, especially if you

followed any R&B and Atlanta music, uh, at the time, like Sonia Ma- Marie

was definitely a name that you knew.

But Shanna was a newer name.

And so one of the interesting things, 'cause this is of course come up, so

Shanna was working with Whitney Houston.

So this goes back to your original thing.

So how did these people get on the soundtrack?

Babyface was like, "Yo, Whitney, we, uh, we wanna do this soundtrack.

Feel like it should be all women."

What did Whitney say?

"Yes, I, I think,

you know, I think that's-" I think that is cool.

That'd be cool.

Y- right.

And question number two was who do you not, was it who do you not

wanna be on it or who do you wanna

be on it?

Well, she was joking.

She was- Okay.

She said she was,

it was during a press conference for, for the movie and the soundtrack,

and she jokingly said that Babyface asked her, "Well, come up with a list

of who you don't want on the album."

Don't want.

And she said, "I pulled out my pen, and the reason you don't see them on this

a- soundtrack is because I didn't," and then she said no, she was joking.

She was definitely just kidding around about that.

Mm-hmm.

But yes, they did hand select a, um, quite a few of these, um,

names because l- let's look at it.

It's Arista.

Mm-hmm.

It's Atlanta.

Most of these people have worked with Babyface already.

Yeah.

And then I'm sure there was, there's a few of these names on

here that are like family to her, like Aretha and Chaka and Patti.

So it just made sense.

Yes.

These are, these women, that these people were selected to be on the soundtrack.

So now, so that's why we f- we, we found it so interesting, like Shanna.

Shai- who is this Shanna?

And as we do on here, we started looking around and asking the question and finding

out that yes, indeed, she was a protege- Mm-hmm … uh, for Whitney Houston.

She was an up-and-coming singer.

Yep.

What was the other thing that we found very interesting- Oh

about this lineup?

Go ahead.

So one of the things, and we, we had asked this question as

we were prepping for this because, um, we were like, "Wait a minute."

Glaring.

" Jay Ray: Where's, where's Monica?"

Where is Monica?

Yes, we- it was like a glaring- Like- … omission like, where is- wait a minute.

Why isn't Monica on here?

But then we answered that question.

So Monica was really new still.

So Miss Thang, Monica's debut album, came out in June of '95.

This soundtrack came out in the fall.

So Monica would not… Her album wasn't even out probably at the

time when they were recording the songs for this soundtrack.

But if this, if Monica had come out, like, a, a good time ahead, she likely- Mm-hmm

would've been on this soundtrack.

So I really do think it was just, like, she was just too new.

Some other names that we were like, "Hey, why

wasn't such and such?" Yeah.

Mariah Carey.

yeah.

And we, we kind of have our own theory on why Mariah wasn't on there because- Mm-hmm

this was kinda in the midst of, you know, of m- I'm not gonna

say it was, there was some beef.

No, I don't think there was any beef at that time.

But s- but it definitely, I think Mariah Carey was heavily still tied up with Tommy

Mottola and that deal at Sony- Mm-hmm.

Yep … that they, this is just, um, Queue Points theorizing here- Yep

that the whole team over here at the Baby- at the, um, Waiting to Exhale

soundtrack was like, "You know what? Love Mariah, but we don't feel like dealing

with that Tommy Mottola monster over there and, and Sona- Sony. That, 'cause

that's a whole corporate monster, and we probably just don't wanna deal with that."

And Babyface is already on the pen-

Mm-hmm

… Sir Daniel: and already just knocking out these songs.

And, you know, Mariah's also a songwriter, so maybe it was

just- Yeah … easier that way.

Yeah.

And I mean, and it, we d- it definitely, we know there was no beef.

Whitney and Mariah have talked about like, "We ain't had no beef with one another."

That was definitely a media thing.

And also, we know that Mariah didn't have beef with Babyface 'cause

Babyface had been on Mariah's, like, album- Mm-hmm … that came

out right before this soundtrack.

So I think I agree with you, um, Sir Daniel, is I really do

think it was more it came down to the business side of things.

It was just- Yeah … too far removed, you know what I'm saying?

From a business standpoint.

Now, had this been a Sony-affiliated soundtrack, we'd probably be

having a different conversation.

Mariah probably

would've been on there.

Mariah probably would've been singing Shoot Chute.

Uh, one last name- Oh my God.

One last name that came up while we were researching this that people were like,

"Why weren't they on the soundtrack?"

Anita Baker.

I can see how that- Anita Baker … that's surprising.

I can see that.

Yeah.

I can see that.

And you know what?

And En Vogue.

But she was in a weird period of her career.

Huh?

And En Vogue.

I just thought about En Vogue.

Now, En Vogue is an interesting one, but you know, but that's a

whole other situation where En Vogue were heavily, um, c- like managed

by their producers at the time.

Mm. Right?

Okay.

So I can definitely see… Oh, and this is probably a weird time for

En Vogue, 'cause you know what?

Uh, Don't Let Go came out like a year later, so there may have been some, like-

stuff about that which got them to a hit song, but just not in time enough to

be on the Waiting to Exhale soundtrack.

That would've made sense having En Vogue

And, and then they were probably going through lineup changes-

They- … at that moment … they were.

This was a weird time.

Um, Yes.

It was probably a very weird time for the ladies of En Vogue.

we keep mentioning one person in this conversation, and we

gotta talk about Babyface.

We do.

We gotta talk about Babyface and the fact that it's just so, it's

astounding, mind-blowing in a good way to me that Babyface is able to

successfully write in the voice of women-

Mm-hmm

… Sir Daniel: and really create a great contemporary soundtrack in

the Waiting to Exhale soundtrack.

And it's like, how does he, how does he do that?

How does he, how is he able to write from a woman's perspective?

Or is it a woman's perspective and it's just very a human perspective,

or, and women can sing it, can give it, can breathe more life into the song?

Or do you think he was trying, he was tapping into his feminine side, or hi-

the, not the woman in him, but- Mm-hmm

you know what I'm trying to say here.

I know what you're… Um, I think Babyface comes from the school

of, um, just, like, classic songwriting- Mm-hmm … where it is the songwriter's

job to channel the emotions, feelings of the artist that they're working with.

I would not be surprised if Babyface had conversations with each of these

women to talk about this film and to talk about what this means to be

able to craft some of these songs.

And, and the reason why I know that that's, uh, likely a thing is because

Brandy's "Sittin' Up in My Room" is the perfect song for a 15, 16-year-old girl

to sing- Absolutely … about love.

You know what I'm saying?

So I think it's just channeling.

It's able to listen to the artist that you're working with, able to

recognize what their strengths are, and then channel that into a song.

'Cause you know, you have TLC on here, which at the time people thought, might

have thought was weird, but "This Is How It Works," "Run," is the perfect

song for a, an album like this, right?

Absolutely.

Yes.

And it's a great song for them to be on.

It makes sense that T-Boz's voice would be on this soundtrack, right?

So I think it's, I think it's that.

There's another interesting note about this that I wanna bring up, uh, too.

1995 really does mark the year of Babyface because, you know, prior

to this it was L.A. and Babyface.

You know what?

You're absolutely right.

L.A. Reid, um, really began to lean into the LaFace executive producer

role And it was like '94 when he was on a couple of things, but after '94,

L.A. Reid is an executive producer.

He is not in the studio.

Mm-hmm.

So this also marks the beginning of the Babyface as a producer himself era.

Um-

Correct, because this same year we got, um, Bedtime Stories-

Yep

… Sir Daniel: from Madonna.

Mm-hmm.

So he was really, really in his bag in this year.

Mm-hmm.

But it was so funny.

Do you, I don't know if you recall the rollout, um, of f- of this, um,

soundtrack, but of course we know the, um, Exhale was the lead single,

which of course was by Whitney.

Mm-hmm.

Performed by Whitney Houston, and Whitney went on a couple

shows, I wanna say it was on BET with, um, with Donny Simpson, and

she was talking about working with Babyface, and when she got the song

Shoop Shoop, she was like, "Shoop?" Oh Lord, he done ran out of words.

He's run out of lyrics.

'Cause at first she was kinda like she wasn't really 100%

sold, like thinking like- Right

is this gonna really, is this gonna cut it?

Yeah.

But lo and behold, it's, it's one of those things,

it's simplicity is probably the best when it come singing, songwriting.

Simplicity is probably the best factor of the f- of the formula

when it comes to making a hit song.

And repetitiveness, because we all w- you know, as soon as she fell into

that chorus of shoop shoop- Shoop shoop

we all fall into that shoop shoop with her.

You, and I think that's also, and this is one of the songs that a

lotta people have picked, it's also what makes Shante Moore's Way You work, right?

Mm-hmm.

Way You is just Shante Moore kind of cooing on the song, it melodically.

You know, it's, it's mela- it's, you know, it does- there's not words.

It's

ooh.

She's, she's standing on a cliff wearing something very gauzy, and the wind is

just blowing- Right … her away, yes.

And but Babyface gets that, right?

That song also fits.

Um, I also see it as kind of like, um, akin to, it's like the other

side of This Is How It Works.

You kinda get to the Way You.

You know what I mean?

Mm-hmm.

Exactly.

Um, but yeah, no, I think you're right with Exhale Actually with all of these

songs, there's something about them that makes them, them, it makes them click.

Like he definitely gets how to craft a song, make sure the melodies

work so you can sing them, um, and repeat them, and this soundtrack is

just chock-full of those moments.

Let's build our own Waiting to Exhale soundtrack.

Ooh.

What contemporary artists?

Oh.

Okay.

And I'm thinking, you know what, and it's probably, it's gonna be

really easy because Babyface kind of already did with his, um- Like the women,

the thing a couple years ago … with the compilation album a couple years ago.

Um, what was that called?

Uh, Glo-

I can't remember what it was called.

Was it La- Girls' Night Out?

I feel like it was like Ladies Night Out or Girls' Night Out

or something like

that.

Something to that effect.

But I'm thinking if we're gonna have like a 2027 version you

gotta have Muni Long on there.

Yes.

Gotta have- Her … her.

Gotta have

her.

Jazmine Sullivan.

Jazmine.

Um-

Now I think we gotta throw a classic sister in there.

Oh,

yeah.

Like, if we can, if we can get her out of hiding, out of, um-

Who?

… Sir Daniel: reclusiveness.

Sade.

What do you think?

Oh, yeah, but she's not gonna, she's not gonna do it, but

Sade would be great on the soundtrack.

That sounds, that sounds fine and all, but she ain't gonna do it.

But-

She's not gonna do it … sure,

put that on your

wish list.

But also- … I would, I would invite, you know who I would invite?

I would invite Doechii.

Mm. Yeah.

I would, I would get Doechii to sing and do a rap, give

it a very, um, How Do I Love Thee, Queen Latifah kind of vibe to it.

Like, Doechii would, like, kill it.

Yeah.

Um, would you… You know what?

I'ma just throw her on there.

And Meg.

Huh?

How about

Meg?

You can bring Meg.

You can bring Meg, too.

And you know what I would do that would send this soundtrack crazy?

You gotta reunite Destiny's Child.

D- DC3

Ooh, yeah

Michelle, Kelly, and Beyoncé gotta do a song Why,

why don't we aim for DC5, though?

But does… But listen, if we can get DC5- Why don't we- … let's do it

'Cause I, you know- We, if we can get, if we can get them all- Yeah … let's do it.

Let's do it.

And, and even, and let's make it- Michelle … even hotter.

We, we get DC5 reunited for the song, and we get Michelle Ndegeochilo-

Ndegeochilo … playing on that song.

Can you imagine her on the bassline leading the, like-

Nasty, nasty work What's up, y'all?

Oh my God.

Yeah, can you imagine her voice coming in with that?

Come on.

Come on.

I'm still waiting for your tail.

Right.

Looking at you in the corner.

Playing my bass guitar, waiting for you to accept.

She's coming here to Atlanta pretty soon, and

Oh,

You know who we gotta also have also to the callback?

SWV sh- and Chaka need to come back.

Mm. Bring SWV

and Chaka back.

I'm with it.

That would be an amazing, amazing lineup . Do you want Janelle Monáe?

Do you want

Jan- Janelle Monáe?

Do you know what?

This is not her vibe.

Mm.

She's talented.

Okay.

But is this her vibe?

I don't know.

We, we got this, uh… So remember guys- Rem- … there was rumors

of a sequel to Waiting to Exhale.

Yeah.

Unfortunately, because, um, of Whitney's, um- Whitney, mm-hmm … passing,

you know, that kinda got the kabosh.

So, you know, I don't think we'll ever see that, and we can love on this movie.

It's, it's a classic.

Mm-hmm.

It's a classic.

I, we can,

we can go back- What's your favorite scene?

What's your favorite scene from the movie?

Oh.

Oh, man.

Girl.

Girl.

Oh, now all of a sudden I'm in a zoo?

Absolutely.

You know, I- What's yours?

What's-

You know what?

No.

I'm not gonna go for, I'm not gonna go for the classic- Okay … um,

Angela Bassett cl- crash out scene.

Uh- This

movie is iconic.

"You're the fucking man, Edward!" "Edward is dying influence."

You know what I think it is, though?

I do love the scene of, uh, when Loretta Devine and Gregory Hines are

just kind of flirting with one another.

Oh.

Oh my God, that is a classic scene.

It's a classic scene- The,

the plate, the plate-

… Jay Ray: that feels really good.

The plate,

oh, the food.

The plate that falls on the owner.

The food, the list of food.

Oh, yes.

Absolutely.

Waiting to Exhale is just sitting right there.

It's like- Yes … it's just a history, a recorded history of female empowerment.

Um, also a, a great ode to a great director.

Mm-hmm.

A great writer, a great songwriter.

Yeah.

Absolutely A-one, 10 out of 10, no notes on this soundtrack.

No notes.

No skips.

This is a, this is a classic soundtrack.

When people want an example of what, uh, what the '90s were like.

Just give them the Waiting to Exhale soundtrack and be like, "Just play that."

Thank y'all so much.

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Once again, we thank you very much for tuning into this episode.

But what do I always say?

In this life, you have, you have a choice.

You can either pick up the needle or you can let the record play.

I'm DJ Sir Daniel.

I'm Jay Ray, y'all.

And this has been Queue Points podcast, dropping

the needle on Black music history.

We will see you all on the next go-round.

Peace.

Peace, y'all.