The Beatles, “I’ll Cry Instead,” A Hard Day’s Night (1964): Deep Beatles

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Next in the Deep Beatles series on A Hard Day’s Night album tracks that did not appear in the film is one song that almost graced a famous sequence.

Everyone remembers an iconic scene in A Hard Day’s Night: The moment when the Beatles break free from a television rehearsal to frolic in a field — actually Thornbury Playing Fields in Isleworth, south London. When Lennon presented director Richard Lester with a new composition for the segment, Lester opted for another song: “Can’t Buy Me Love.” Thus “I’ll Cry Instead,” a country-inflected tune, appears only on the soundtrack album. It was restored in a new opening collage segment for the movie’s 1986 rerelease.

While the “Can’t Buy Me Love” segment ranks among the most memorable scenes in movie history, “I’ll Cry Instead” is also a strong example of a sophisticated Lennon/McCartney composition.

In 1980, John Lennon told interviewer David Sheff: “I wrote that for A Hard Day’s Night, but Dick Lester didn’t even want it. He resurrected ‘Can’t Buy Me Love’ for that sequence instead. I like the middle eight to that song, though — that’s about all I can say about it.” In typical Lennon fashion he proved his own worst critic, underestimating the track’s complex subject matter and notable instrumentation.

The group convened at Abbey Road Studios on June 1, 1964 to record “I’ll Cry Instead” in addition to “Matchbox” and “Slow Down.” The Beatles assumed the usual roles: Lennon on vocals, acoustic rhythm guitar, and tambourine; Paul McCartney on bass; George Harrison on lead guitar; and Ringo Starr on drums. Interestingly, the group recorded the track in two parts, dubbed “Section A” and “Section B”; the former took six takes, the latter two. Producer George Martin and engineer Norman Smith then edited the two best versions together on June 4.

As was typical for the UK and American Beatles releases of the era, “I’ll Cry Instead” differs slightly in even the mono versus stereo versions.

To summarize the complicated tale: the mono mix contains an extra verse where Lennon repeats the first verse at the end. This lengthened version was spliced together originally to accompany the romping scene in A Hard Day’s Night, but as previously mentioned Lester ultimately elected to use “Can’t Buy Me Love.” The stereo mix omits the repeated verse, shortening the song by 20 seconds.

Not surprisingly, these two versions appear differently on the UK and American editions of the Hard Day’s Night soundtrack. The UK albums include both the mono and stereo versions, which exclude the extra verse; in the U.S., the mono and stereo mixes contain the additional verse. While the longer version also appears on the Capitol single and the mono version of Something New, the shorter edit only is included on the U.S. stereo mix of Something New. The original, full-length “I’ll Cry Instead” is currently available through The Capitol Albums, Volume 1.

Aside from its confusing history, “I’ll Cry Instead” is significant for its country leanings, its clever wordplay, and the themes of heartbreak, insecurity, and anger that Lennon would revisit several times as a Beatle and a solo artist. It took great courage to begin a pop song with the line “I’ve got every reason on earth to be mad” instead of an upbeat sentiment, and it signals the track’s overriding theme.

The song also contains what ranks among the greatest Beatles lyrics: “I’ve got a chip on my shoulder that’s bigger than my feet.” Here Lennon perfectly captures the narrator’s pain and anger from failed romance. Hints of later tracks such as “I’m Loser,” “Help!” and “You’ve Got to Hide Your Love Away” linger in subsequent lyrics, where Lennon expresses feelings of isolation and depression: “I can’t talk to people that I meet … Don’t want to cry when there’s people there; I get shy when they start to stare — I’m gonna hide myself away,” Lennon wails. One wonders if “I’ll Cry Instead” may have partially inspired Smokey Robinson to pen similarly themed songs like “Tears of A Clown” or “Tracks of My Tears.” Both feature narrators wrecked by lost love and feeling isolated even in a crowd.

Gradually, however, “I’ll Cry Instead” undergoes a transformation. Lennon’s words reflect a man struggling to regain his pride and uses anger as a crutch. “I’ll come back again someday,” he promises, adding that “you better hide all the girls” because he plans on breaking each of their hearts. Clearly these are vengeful acts that he hopes his ex-love will somehow witness. “Show you what your lovin’ man can do,” he growls, perhaps also arguing that her destruction of the relationship is to blame for destroying other women’s hearts.

Lennon would revisit this theme in the controversial “Run for Your Life,” considered the most misogynistic track in the Beatles catalog. In any case, “I’ll Cry Instead” differs from the overwhelming sadness of 1963’s “Misery” or other Hard Day’s Night tunes like “You Can’t Do That” or “Tell Me Why”; in those tracks, the narrator mourns his relationship’s demise but does not seek retribution.

Musically, McCartney’s bass stands out during the “And show you what your lovin’ man can do” line, adding aggression and a blues tinge to the track. The chugging bass amplifies the narrator’s defiance and vengeful desires. Harrison’s guitar picking reveals Carl Perkins’ lasting influence, with the sound closely resembling recordings such as “Honey Don’t” and “Matchbox,” both of which the Beatles covered. Not surprisingly, the great country guitarist Chet Atkins later released his own instrumental version of “I”ll Cry Instead” on his 1966 album Chet Atkins Picks on the Beatles.

The jangly guitar sound as well as the downbeat lyrics indicate how the Beatles were evolving artistically, foreshadowing the acoustic sound of Beatles for Sale and Rubber Soul, in particular. Lennon would continually explore dark subjects on subsequent Beatles albums as well as his own work, and “I’ll Cry Instead” represents an early example of this thematic shift. “I’ll Cry Instead” may have ultimately been omitted from the movie A Hard Day’s Night, but its country-rock sound and darker subject matter rank the song as an important Beatles track.

Kit O'Toole

Kit O'Toole

Kit O'Toole is a lifelong music enthusiast who maintains a stand-alone music blog called Listen to the Band. In addition, she is the internet columnist and a contributing editor for Beatlefan magazine. She also holds an Ed.D. in Instructional Technology. Contact Something Else! at
Kit O'Toole
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