Water Babies is a studio album by Miles Davis. Released during Miles Davis's retirement in the second half of the seventies, it is a collection of stylistically diverse "leftovers" spanning eighteen months, from the Nefertiti sessions with the Miles Davis Quintet (1967) to the experimental, transitional period between Filles de Kilimanjaro and In a Silent Way (late 1968).
Due to these recordings being released years after they were recorded, the three Wayne Shorter compositions recorded during the 1967 session had made their first appearance in 1969 on Shorter's album Super Nova in a much more free jazz, avant-garde style.
Side 1 features the second great quintet of Davis, Shorter, Hancock, Williams and Carter. On Side 2, Ron Carter is replaced by Dave Holland and Chick Corea doubles with Hancock on electric piano; this line-up is very similar to the one that recorded In a Silent Way, tracks 4 to 6 being from those sessions.