"I'll Cry Instead" is a song written by John Lennon (credited to Lennon–McCartney), and recorded by the English rock band the Beatles for their third studio album, A Hard Day's Night (1964), a part-studio and part-soundtrack album to their film of the same name (1964). The song was released as a single in the US and later appeared on the album Something New in the US. Background and composition Both John Lennon and Paul McCartney identified "I'll Cry Instead" as having been written entirely by Lennon. Lennon wrote the song for inclusion in the Beatles' 1964 film, A Hard Day's Night, intended for use in the film's "break out" and open field sequence. Director Richard Lester disliked the song and replaced it in the film with "Can't Buy Me Love", so the band opted to wait on its recording. Lyrics Lennon later reflected that the lyrics of "I'll Cry Instead" represent his then newfound feelings of frustration with success and the sense that he had lost his freedom. Lennon's wife, Cynthia Lennon, similarly described the lyrics as a cry for help, explaining that "[i]t reflects the frustration he felt at that time", being "the idol of millions... [while] the freedom and fun of the early days had gone." McCartney later suggested the song referred to difficulties in Lennon's marriage with Cynthia. In contrast to the Beatles' earlier teenage love songs, the lyrics of "I'll Cry Instead" are comparatively darker. The song's singer explains that, while he is now crying over a lost love, he plans to seek vengeance and break the hearts of girls "around the world", thereby punishing anyone who had ever rejected him. Author and musician John Kruth describes the song as one of Lennon's "stalker songs", alongside his other 1964 compositions "You Can't Do That" and "No Reply", dealing in themes of separation and uncontrollable jealousy. The singer makes reference to a chip on his shoulder, something author Steve Turner suggests signals Lennon's entrance into a period of self-examination that lasted through the 1969–1970 break-up of the Beatles and his first solo albums. Music "I'll Cry Instead" is in 4/4 (common time) and is in the key of G major, except the bridge, which modulates to D major. The song uses the three blues chords I, IV and V. Structurally, it employs two bridges while avoiding instrumental solos and double verses between bridges. Among musicologists and authors,