This song is based on an 18th-century English murder ballad of the same title that made its way into the Appalachian Mountains and became a folk standard in the United States as well.
The original song is about a young woman who is lured into a forest, where she is killed and buried in a shallow grave. The husband-and-wife pair of Michael Trent and Cary Ann Hearst reset the story among the bleak parking lots and backroads of contemporary America. Hearst explained to Uncut:
"Murder ballads are a touchy thing. Obviously we don't condone murder, yet we have felt comfortable throughout our career revisiting the motif. Even though murder is wrong, the story of murder is almost as common as love. We aren't trying to glamorize or normalize this behavior by reinterpreting this old ballad in a new way. We aren't trying to make a moral statement one way or the other. Love, loss and violence seem to be intrinsic to the human experience whether we like it or not. On the one hand we're keeping a folk tradition alive. On the other, should we be considering such a tradition? I could see the argument for the latter."
Bob Dylan played "Pretty Polly" in his early years and he re-interpreted the folk song for his "Ballad of Hollis Brown." Woody Guthrie also borrowed the tune of "Pretty Polly" for his 1942 song "Pastures of Plenty."
Trent told The Boot that he and Cary Ann Hearst set out to reinterpret a traditional song in the way Nick Cave and the Bad Seeds covered "Stagger Lee" - that is to have "your verses, but definitely stay within the story."
"What's Up" by 4 Non Blondes has endured as one of the most popular songs of the '90s, but it wasn't a huge hit at the time and the band split after one album. Frontwoman Linda Perry went on to write hits for Pink and Christina Aguilera.