Who Cares? is set to a Gershwin score and is constructed like a Fabergé egg, with layers of glittering action. Balanchine became acquainted with Gershwin’s music when he was given a set of songs for piano by the composer, who he had worked with on Goldwyn Follies 1938.

Sparkling dances for a corps of ten women peel away to reveal five couples, who dance a breezy series of interlocked duets.  When they depart, the stage is set for the "stars" of the ballet, three ballerinas and one man. These relationships are defined by a casual flirtatiousness mixed with urban sophistication. The solos and pas de deux each maintain a classic freshness despite their nostalgic sentiment.

In the jubilant finale, when the entire cast is assembled and each male acquires three partners, there is a kaleidoscopic sense that mirror images of the central quartet are flooding the stage.