High Quality Content by WIKIPEDIA articles! Waiting to Exhale is a 1995 romance film starring Whitney Houston and Angela Bassett, directed by Forest Whitaker. The movie was adapted from the 1992 novel of the same name by Terry McMillan. Loretta Devine, Lela Rochon, Dennis Haysbert, Michael Beach, Gregory Hines, Donald Faison and Mykelti Williamson rounded out the rest of the cast. The original music score was composed by Kenneth "Babyface" Edmonds. The story centers on four female friends living in the Phoenix, Arizona area and their relationships with men and one another. All of them are "holding their breath" until the day they can feel comfortable in a committed relationship with a man.