"What Would Happen" is a song by American singer-songwriter Meredith Brooks from her second studio album, Blurring the Edges (1997). The song was released to radio as the third single from the album on October 7, 1997, by Capitol Records. Brooks is credited as the sole writer of the song, whilst production was helmed by David Ricketts.

Larry Flick of Billboard noted the contrast between "What Would Happen" and its parent album, in which he described the song as a "far-more-subtle rocker." He further praised the song's memorability and claimed it would lessen comparisons between Brooks and Alanis Morissette.^[1] A reviewer from Music Week gave the song four out of five, adding, "A mellow offering from the Brits nominee. This is a soulful melodic tune that reinforces the songwriting skills first heard with 'Bitch'."^[2]

David Hogan directed the music video for "What Would Happen". Chuck Taylor of Billboard gave the video a B grade; he referred to it as "[a] satisfying steam bath of seduction and fantasy with an overture of rich colors."^[3]

Credits and personnel are adapted from the Blurring the Edges album liner notes.^[12]

• Meredith Brooks – vocals, writer, guitars, background vocals
• David Ricketts – producer, keyboards, drum/loop programming
• Jim Ebert – mixing, engineering, drum/loop programming
• Charles Nasser – assistant engineer
• Mauricio Iragorri – assistant engineer
• Husky Hoskulds – assistant engineer
• Cappy Japngie – assistant engineer
• Bob Ludwig – mastering
• Josh Freese – drums
• Paul Bushnell – bass
• Victoria Levy – additional background vocals