Lennon wrote the song for the "break-out" sequence in the film. The song was recorded on 1 June 1964 in two sections, A and B, which could then be spliced together at a later date to achieve the required length to fit the film. However, director Richard Lester eventually decided he preferred the livelier "Can't Buy Me Love" with its upbeat lyric, and that was used instead. When Walter Shenson re-released the film in 1981, "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 around the time they were shooting the film.

Although the song was not part of the original movie, the label of the American 45 lists the song as being "From the United Artists Picture, 'A Hard Day's Night'".

"I'll Cry Instead" was described by Cynthia Lennon as a cry for help, saying "It reflects the frustration he [John Lennon] felt at that time. He was the idol of millions, but the freedom and fun of the early days had gone." John Lennon later said the line "A chip on my shoulder that's bigger than my feet" was an accurate indication of his feelings at the time.

"I'll Cry Instead" is rooted in country & western, a genre that the Beatles, and especially Ringo Starr, enjoyed playing.

The full version (2:09) was released in the US on the United Artists soundtrack album A Hard Day's Night UAL-3366 (mono) and UAS-6366 (rechannelled stereo). This same version also appears on the US single and the mono version of Capitol's Something New T-2108 (mono). This full version appeared on The Capitol Albums, Volume 1, but was not included in the Beatles' remastered albums, making it exclusive to the Capitol Albums set. According to Mark Lewishon, this is the only true mono mix.

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