He's a struggling construction worker trying to keep his mind off romance. She's an independent woman, making a living as a teacher with a musical career about to take off. The last thing either of them needs is a lover, but when they meet one afternoon in Brooklyn, neither one can walk away. Based on the novel by Terry McMillan (Waiting to Exhale), this romantic drama stars Wesley Snipes and Sanaa Lathan as the couple who must confront the financial and social challenges that test the strength of their love. Co-starring Regina Hall, Lisa Arrindell Anderson, John Amos, Clark Johnson, Michael Imperioli, Kamaal Fareed (Q-Tip), CCH Pounder, John Beasley and Aunjanue Ellis. Directed by Gina Prince-Bythewood; screenplay by Lisa Jones, based on the novel by Terry McMillan.