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Babyface Remembers Whitney Houston, ‘Waiting to Exhale’ Soundtrack 20 Years Later: Exclusive Q&A

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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.”

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