This song was written by Jimmy Webb
and originally recorded by The 5th Dimension on their 1968 Magic Garden
album. Like "MacArthur Park
" and "By the Time I Get to Phoenix
," Webb wrote the song about a love affair that he had with Suzy Horton. They parted ways when Horton moved from California to Nevada, where she became a casino showgirl. When Webb found out she had gotten married, he wrote "Worst That Could Happen," where he comes to terms with the news. He concludes that it's probably the best thing for her, even if it's the worst that could happen to him.
Horton's marriage didn't last long, and when it fell apart, she returned to California. By this time, Webb's career had taken off and he was romancing Rosemarie Frankland, a former Miss World. Horton and Webb remained friends; in 1993 she married again, this time to Linda Ronstadt's cousin, Bobby Ronstadt.