In the United States, the song originally appeared in the US version of A Hard Day's Night before it was released as a single backed with "I'm Happy Just to Dance with You" along with the US album Something New.

[3][4] However, director Richard Lester disliked the song and replaced it in the film with "Can't Buy Me Love",[4] so the band opted to wait on its recording.

[2][note 1] 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.

[6] 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.

[10] 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.

[11] Among musicologists and authors, several describe "I'll Cry Instead" as country, including Ian MacDonald, Jean-Michael Guesdon & Philippe Margotin, Alan W. Pollack, Tim Riley and William Ruhlmann.

[19][note 2] On the third line of each verse ("show you what your lovin' man can do"), McCartney adds a bass break which Riley suggests anticipates those heard on the Beatles' 1966 songs "Rain" and "I'm Only Sleeping".

[18] On 22 June 1964, Martin and Smith finished production on the rest of the A Hard Day's Night LP, including mixing "I'll Cry Instead" for stereo.

[35][note 4] When Universal Pictures and Walter Shenson re-released A Hard Day's Night in cinemas in 1982, "I'll Cry Instead" was included in an opening sequence as a tribute to Lennon, consisting of a "Swingin'" early to mid-1960s-style collage of photos of the Beatles in 1964.