The song is about twelve-year-old girl named Brenda who lives in a ghetto, has a baby by her cousin, and is not able to support it. She runs away from home, becomes a prostitute and is murdered. The song explores the issue of underage pregnancy and the effect on both the young mothers and their families. Like many of Shakur's songs, it draws from the trouble of the poor. By using Brenda to represent young single mothers in general, Shakur criticises the lack of support from the father of the baby, the government, and society in general. He wrote the song after he read an article in the newspaper about a twelve-year-old girl who got pregnant by her cousin and threw the baby in a trash compactor.