There is a scene from the long-awaited film version of Waiting to Exhale, tenderly crafted by director Forest Whitaker, that will take your breath away. Sitting in a hotel bar after being trounced by her soon-to-be ex-husband in preliminary divorce proceedings, Bernadine (Angela Bassett) is captivated by a man's love--for another woman.

She listens to the stranger's story of affection for his wife, and how it grew deeper with each breath over the years, even though she is now dying of cancer. Through her sorrow and pain over what she is losing, Bernadine clasps the stranger's hands and whispers in surrender, "Somebody once loved me that way."

From that moment forward, the audience, Bernadine, and her mystery man are swept into the arms of the purest warmth and passion cinematic love has offered. Once upstairs, he responds to her question of "What will we do with tonight?" with a plea: "Make it beautiful." He folds her into his arms, and sings her through the night with the longing of his breath against the nape of her neck.

That moment comes midway through Waiting to Exhale. Long before then, your eyes and heart will have wept from bouts of emphatic joy, sorrow, and pain. And long after this moment, what you know of loving someone, without regard to race, will have come full circle through this funny yet dynamically sculpted film.

Waiting to Exhale is author Terry McMillan's tightly told, 1992 chart-busting story of four professional African-American women with desires on hold. Over the course of a year, Bernadine, Gloria, Savannah, and Robin do everything in their power to prop each other up to overcome the callous hand they've been dealt in the name of "love." Surprisingly, Hollywood's familiar cache of negative black stereotypes has not been foisted upon McMillan's story. The characters emerge, with a few exceptions, just as they danced off Exhale's pages.

This story of female friendship looms on the big screen with all the vigor and verve of the women's collective efforts to survive--which is saying a lot to the three million readers of McMillan's book waiting to inhale this filmed version. Exhale's cast of beautiful, talented, professional African-American women is a true first for Hollywood. Yet the movie triumphs on a number of levels--the most important being that Whitaker, making his Hollywood directorial debut, bravely confronts the misconception that all black women must shake their rumps and wind their necks to be heard. Not here. Don't even bother looking for the kinky, twisted, and braided two-toned hair styles of music-video fame. And don't look for bitches and 'hos. When these women say "girlfriend," you quickly realize that the word has spiritual significance.

Girlfriend, Bernadine is played to a refined scream by Angela Bassett, previously seen in Vampire in Brooklyn, Strange Days, and What's Love Got to Do With It. But watching her here you easily dismiss every other role she's played. First seen in flowing coif before a mirrored dressing table, Bassett is an impassioned sight of motherhood and womanness. However, while preparing for a stodgy company dinner party with her husband John Sr. (Michael Beach of White Man's Burden), her card-house world tumbles inward. John has decided this is the best moment for their lives to part. His white female bookkeeper is the catalyst.

Savannah, played disconnectedly by songstress Whitney Houston, is a television producer escaping the "dead men" of Denver and settling into Phoenix with her old friend, Bernadine. Also along for the year's journey is the drop-dead gorgeous Robin, played by the beautiful, long-legged Lela Rochon. Robin has a penchant for sexual adventurousness, and another for finding the wrong man to satisfy it. Rochon's beauty is upstaged, however, by her gutsy awakening in this role.

Rounding out this foursome is the meaty, lovelorn beauty-shop matron, Gloria Johnson. Gloria, played right-on by Dreamgirls star Loretta Devine, is weighed down by a teen-aged son, Tarik (Donald Faison), the hope for a reunion with her gender-confused ex-husband (Giancarlo Esposito), and the pleasures of food.

In the novel, these ladies carried our hearts on the literary ride of the year. In the flesh, they'll have you pawing the big screen in hopes of a new girlfriend or a long-lost "sista."

After stewing for a few days over John's revelation, Bernadine sets a fiery pace for the stories told in Exhale. If you've seen the previews, then you know about the burning BMW. Bernadine's choice of fuels will have every cheating man across the land installing locks on their walk-in closets.

The universal power of this story is established immediately: Bernadine suffers from the raceless dynamic of a detached, passionless marriage. After helping to build John's business, she's been relegated to the role of being housed and wifed. Her talents, and her dream of opening a restaurant, have been rerouted into raising kids and looking good. In return, John can't hide his boredom with their life together: two kids, two cars, private school, and a house in the desert. When John asks, "Would it bother you if we didn't go to the party tonight?" and follows it with, "I'm still going, just not with you," it would take a chainsaw to cut through Bernadine's disgust. Over the course of Exhale, John embodies every warning that any mother has ever given to her daughter about "men."

In a move that promises to fill the theater with howls, John empties the bank account of more than a million dollars, leaving Bernadine and the children with nothing but a well-rehearsed smirk. The treatment of this confrontation, and those that follow, is a testament to Whitaker's mature directing. Exhale skirts the Rikki Lake approach when Bernadine finally meets the other woman, but when it comes time for John's divorce settlement offer, he dishes out some supremely mature and guilt-riddled dialogue. John says offhandedly, "Three-hundred thousand dollars and the desert house--you can't expect better than that." Bernadine cuts a scandalized, Bassett-patented stare and spits back, "Unlike you, your children aren't for sale." She knows that tucked safely away is the couple's motherlode--their source of lifetime security. And by the end of their divorce battles, John is forced to remember just who he entrusted to hide it all away.

Free from John, Bernadine straddles the broad shoulders of her girlfriends and sputters toward a new beginning. She also finds a few male friends who quickly remind her how some men are "like drying paint." Then she comes across her mystery man. In the course of one night, he manages to convince her the love of her dreams is simply a night and a breath away.

There is so much more here than other films about relationships are usually willing to tackle. Savannah, played by Houston, is stifled as much by her mother's desires as her own. Through their exchanges, the layers of despair and abandonment that exist between mothers and daughters come to new light. The gentle undertone in Savannah's search for the perfect man sounds a harsh and hurt-filled cry for honest love. As she prays to God for someone special, she is reminded--by her mother's aloneness--of the consequences of failure. If the statistics are correct, and one-third of black men are unavailable to professional black females, what is these women's fate when they age?

Savannah must purge the influence of her mother's relationships from her own. It is a powerful message--that her mother's apron strings have bound and gagged her own relationships. She reacts to her revelation by skipping among cities and men, limited only by her insistence upon perfect specimens.

Houston's glamorous but passionless Savannah saunters through the film more shadow than motivating force for her friends. Her "supportive" phone call to a defeated, post-break-up Bernadine, called in from Savannah's trailer phone during a makeup session, sounds, at best, hollow and rehearsed. And Robin's beachside "Oprah" session with Savannah on the perils of "waiting on a married man to leave his wife because you're pregnant" is rendered moot by Houston's deadpan response. In a film where everything should have blended, Houston's annoying divadom may be the sole disappointment.

Houston does, however, have moments of pure joy in Exhale. Settling in at a singles' table at a New Year's Eve party, Savannah extends her fangs and claws. Her dress is "that color red," and is carefully poured onto her one strand at a time. And in bed, Savannah is less than sympathetic to a growling stud. Stop by the restroom before this movie starts.

At the beauty salon owned by Gloria (Loretta Divine), Hollywood's flair for stereotype rears its ugly, nappy head. You can't miss Mr. Thang, but he's fortunately short-lived. Otherwise, Gloria is the woman for whom this story is made.

Her daily triumph over a life in which she stands to lose her husband and maybe her son is a winning combination of writing and acting. Gloria is a rock, and proves that a prescription for self-worth is the remedy to her chaos.

When her husband leaves, she takes on the task of raising Tarik without missing a beat. Her friends see her self-imposed celibacy as unhealthy at best, and stupid at worst. But Gloria's choice is by design. It's aimed at her son, who has no male role-models for the games of relationship. She shows him that, through aloneness, you can learn to appreciate yourself.

Some lessons, however, are better learned in the back seat of a car, or--in Tarik's case--in the pool house. Nonetheless, Gloria's trials are rewarded when Tarik takes on the task of uplifting the world through a singing group, and a widowed neighbor, Marvin (Gregory Hines), comes to appreciate all of her.

Gloria is the ultimate "girlfriend" for this foursome. Even as each of them runs to and from the designs of their lives, they turn to Gloria for the final word. When Bernadine begins to stray, feeling her way into the world of sleeping around, it is Gloria's maternal cautions that reel her back. At an amusement park, Gloria wraps her pensive friend in a smile and says, "I need to ask you something that I don't want you to get mad at me about. Are you sleeping with Herbert? You know that he's married." The two exchange what can only be described as a lionesses' stare, and Bernadine's sense of reality returns. It is a moment made poignant by the strong example set as Gloria endures manlessness through the course of her troubles.

By the time Gloria unexpectedly stumbles across the street to Marvin's welcoming smile, she has truly earned the outbreak of applause that filled the theater at a recent screening.

By the time Exhale makes its way to Robin (Lela Rochon), you won't know what hit you. Not because she's beautiful, but because her acting will both shock and delight you. Rochon has been relegated on the big screen to glamour roles of Eddie Murphy's making. In the dreadful Harlem Nights, she played Sunshine, a whore whose pleasures were so good "you'd think the sun was coming up at midnight." Then Rochon was the sensitive beauty with the bad feet in Boomerang. In other words, she's been a beautiful joke.

Rochon's Robin is a searing depiction of a woman seeking the middle space between her heart and her wild oats. She is at first hoping and dreaming for someone to love her deeply. Then, just as quickly, she is the woman-child in a candy store of chocolate-covered men. What she really wants to have is someone who will never let her down, but her eyes are bigger than her heart.

Trying to shake off bad boys like the smoother-than-silk Russell, Robin latches onto co-worker Michael (Wendell Pierce). Michael is long in some areas: house, car, and career. But he comes up comically short in the one place where Robin needs him to be long. Pierce's turn as lover is probably the most sophomorically directed in Exhale. But then, with the craft of an aged storyteller, Whitaker pulls the comedy into truer focus, with Robin and Michael talking honestly about their expectations from a relationship. This moment, like most of those in Exhale, can't be reduced to a "black thang." Whitaker and the screenwriters have a true grasp of the characters' importance to Exhale's audience. What happens in that bedroom was happening last Friday and Saturday night all over America between the sexes.

Whitaker has taken on a veritable force of nature with McMillan's extremely popular novel. The result is a true-to-the-book passion play about the explosive desires of these four women.

Unlike other women's stories, there are no classic victims in Exhale. To his benefit, Whitaker doesn't turn Exhale into a pity party where women circle the wagons and trash men. Instead, the women recognize that the men who dance through their lives leaving troubles have done so by invitation. Their new year begins the process of uninviting these troubles.

As for the brothers they encounter in their year of breathlessness, there is much to be desired. Every relationship stereotype that black men barked about from the book has made its way into the movie version of Exhale. But as one of those brothers, I came away from Exhale saying, if it barks, howls during sex, and humps the leg of a friend, it deserves to be called a dog. And yes, dogs do drive Mercedes Benzes and have been known to date white women.

Waiting to Exhale. Twentieth Century Fox. Whitney Houston, Angela Bassett, Lela Rochon, Loretta Devine. Written by Terry McMillan and Ronald Bass. Directed by Forest Whitaker. Opens December 22.


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